Business Combination Transactions. Until the day following the Termination Date, Shareholder shall not do any of the following or enter into any agreement or other arrangement (other than the Voting Documents) with respect to any of the following: (1) enter into any agreement with respect to or take any other action to effect any Business Combination Transaction (other than the Transactions) with respect to any of the Company and its Subsidiaries; (2) solicit, initiate or encourage (including, without limitation, by way of furnishing information) any inquiry or the making of any proposal to any of the Company, FORM OF VOTING AGREEMENT AND PROXY A-2 93 its Subsidiaries and its stockholders from any person (other than Qwest, Qwest Subsidiary or any Affiliate of, or any person acting in concert with, Qwest or Qwest Subsidiary) which constitutes, or may reasonably be expected to lead to, a proposal with respect to a Business Combination Transaction (other than the Transactions) with respect to any of the Company and its Subsidiaries, or endorse any Business Combination Transaction (other than the Transactions) with respect to any of the Company and its Subsidiaries; or (3) continue, enter into or participate in any discussions or negotiations regarding any of the foregoing, or furnish to any other person any information with respect to the business, properties, operations, prospects or condition (financial or otherwise) of the Company and its Subsidiaries or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. If Shareholder receives a proposal with respect to a Business Combination Transaction with respect to any of the Company and its Subsidiaries, then Shareholder shall, by written notice delivered within 24 hours after receipt of such proposal, inform Qwest and Qwest Subsidiary of the terms and conditions of such proposal and the identity of the person making the a proposal with respect to such Business Combination Transaction. Shareholder agrees that the restrictions in this Section 1(b) are reasonable and properly required to accomplish the purposes of this Agreement.
Appears in 1 contract
Business Combination Transactions. Until the day following the Termination DateDo, Shareholder shall not do or permit any of its officers, directors, employees, financial advisors and other representatives to do, any of the following or to enter into any an agreement or other arrangement (other than the Voting Transaction Documents) with respect to any of the following:
(1) enter into any agreement with respect to to, or take any other action to effect effect, any Business Combination Transaction (other than the Transactions) with respect to any of the Company and its Subsidiaries;
(2) solicit, initiate or encourage (including, without limitation, by way of furnishing information) ), or take any other action to facilitate, any inquiry or the making of any proposal to any of the Company, FORM OF VOTING AGREEMENT AND PROXY A-2 93 its Subsidiaries and its stockholders from any person (other than Qwest, Qwest Subsidiary or any Affiliate of, or any person acting in concert with, Qwest or Qwest Subsidiary) which constitutes, or may reasonably be expected to lead to, a proposal with respect to a Business Combination Transaction (other than the Transactions) with respect to any of the Company and its Subsidiaries, or endorse any Business Combination Transaction (other than the Transactions) with respect to any of the Company and its Subsidiaries; or
(3) continue, enter into or participate in any discussions or negotiations regarding any of the foregoing, or furnish to any other person any information with respect to the business, properties, operations, prospects or condition (financial or otherwise) of the Company and its Subsidiaries or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. If Shareholder receives ; provided, that this Section 7.2(z) shall not prohibit (1) the Company from (A) furnishing to any person (other than a Principal Stockholder or any Affiliate of, or other person acting in concert with, the Company or a Principal Stockholder) that has made an unsolicited, bona fide written proposal with respect to a Business Combination Transaction with respect to any of the Company and its Subsidiaries, then Shareholder shall, by written notice delivered within 24 hours after receipt of such proposal, inform Qwest Subsidiaries information concerning the Company and Qwest Subsidiary of the terms and conditions of such proposal its Subsidiaries and the identity of the person making the a proposal with respect to such Business Combination Transaction. Shareholder agrees that the restrictions in this Section 1(b) are reasonable and properly required to accomplish the purposes of this Agreement.business, properties, operations, prospects or condition (financial or
Appears in 1 contract
Business Combination Transactions. Until the day following the Termination DateDo, Shareholder shall not do or permit any of its officers, directors, employees, financial advisors and other representatives to do, any of the following or to enter into any an agreement or other arrangement (other than the Voting Transaction Documents) with respect to any of the following:
(1) enter into any agreement or other arrangement with respect to to, or take any other action to effect effect, any Business Combination Transaction (other than the Transactions) with respect to any of the Company and its SubsidiariesSubsidiaries or publicly announce any intention to do any of the foregoing;
(2) solicit, initiate or encourage (including, without limitation, by way of furnishing information) ), or take any other action to facilitate, any inquiry or the making of any proposal to any of the Company, FORM OF VOTING AGREEMENT AND PROXY A-2 93 its Subsidiaries and its stockholders from any person (other than Qwest, Qwest Subsidiary or any Affiliate of, or any person acting in concert with, Qwest or Qwest Subsidiary) which constitutes, or may reasonably be expected to lead to, a proposal with respect to a Business Combination Transaction (other than the Transactions) with respect to any of the Company and its Subsidiaries, or endorse any Business Combination Transaction (other than the Transactions) with respect to any of the Company and its Subsidiaries; or;
(3) continue, enter into or participate in any activities, discussions or negotiations regarding any of the foregoing, or furnish to any other person any information with respect to the business, properties, operations, prospects or condition (financial or otherwise) of any of the Company and its Subsidiaries or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. If Shareholder receives ; or
(4) recommend that the stockholders of the Company accept or approve any Business Combination Transaction (other than the Transactions) with respect to any of the Company and its Subsidiaries, modify or amend the Company Board Approval in any respect materially adverse to Qwest or Qwest Subsidiary or withdraw the Company Board Approval, or publicly announce any intention to do any of the foregoing; provided, that this Section 7.2(z) shall not prohibit (1) the Company from (A) furnishing to any person (other than a Principal Stockholder or an Affiliate of, or other person acting in concert with, the Company or a Principal Stockholder) that has made an unsolicited, bona fide written proposal with respect to a Business Combination Transaction with respect to any of the Company and its SubsidiariesSubsidiaries information concerning the Company and its Subsidiaries and the business, then Shareholder shallproperties, by operations, prospects or condition (financial or otherwise) of the Company and its Subsidiaries or (B) engaging in discussions or negotiations with such a person that has made such written notice delivered within 24 hours after proposal with respect to a Business Combination Transaction, (2) following receipt of such proposalwritten proposal with respect to a Business Combination Transaction, inform the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act, (3) following receipt of such written proposal with respect to a Business Combination Transaction, the Board of Directors of the Company from withdrawing or modifying the Company Board Approval or (4) following the payment by the Company of all amounts then owed by the Company to Qwest and Qwest Subsidiary pursuant to Section 9.2, the Board of Directors from terminating the obligations of the terms and conditions parties pursuant to Section 9.1(a)(9) in order to enter into an agreement with any person (other than Qwest, Qwest Subsidiary or any Affiliate of, or any person, acting in concert with, Qwest or Qwest Subsidiary) to effect a Superior Proposal; provided, however, that the Company or the Board of such proposal and the identity Directors of the person making Company, as the a proposal with respect to such Business Combination Transaction. Shareholder agrees that the restrictions in this Section 1(b) are reasonable and properly required to accomplish the purposes of this Agreement.case may be,
Appears in 1 contract
Samples: Merger Agreement (Icon CMT Corp)
Business Combination Transactions. Until the day following the Termination Date, Shareholder Stockholder shall not do any of the following or enter into any agreement or other arrangement (other than the Voting Documents and the Option Documents) with respect to any of the following:
(1) enter into any agreement with respect to or take any other action to effect any Business Combination Transaction (other than the Transactions) with respect to any of the Company and its Subsidiaries;
(2) solicit, initiate or encourage (including, without limitation, by way of furnishing information) any inquiry or the making of any proposal to any of the Company, FORM OF VOTING AGREEMENT AND PROXY A-2 93 its Subsidiaries and its stockholders from any person (other than Qwest, Qwest Subsidiary or any Affiliate of, or any person acting in concert with, Qwest or Qwest Subsidiary) which constitutes, or may reasonably be expected to lead to, a proposal with respect to a Business Combination Transaction (other than the Transactions) with respect to any of the Company and its Subsidiaries, or endorse any Business Combination Transaction (other than the Transactions) with respect to any of the Company and its Subsidiaries; or
(3) continue, enter into or participate in any discussions or negotiations regarding any of the foregoing, or furnish to any other person any information with respect to the business, properties, operations, prospects or condition (financial or otherwise) of the Company and its Subsidiaries or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing; provided that the restrictions set forth in this Section 1(b) shall not prevent Stockholder from serving as a director of any of the Company and its Subsidiaries and in that capacity complying with his fiduciary obligations. If Shareholder Stockholder receives a proposal with respect to a Business Combination Transaction with respect to any of the Company and its Subsidiaries, then Shareholder Stockholder shall, by written notice delivered within 24 hours after receipt of such proposal, inform Qwest and Qwest Subsidiary of the terms and conditions of such proposal and the identity of the person making the a proposal with respect to such Business Combination Transaction. Shareholder Stockholder agrees that the restrictions in this Section 1(b) are reasonable and properly required to accomplish the purposes of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Icon CMT Corp)
Business Combination Transactions. Until the day following the Termination DateDo, Shareholder shall not do or permit any of its officers, directors, employees, financial advisors and other representatives to do, any of the following or to enter into any an agreement or other arrangement (other than the Voting Transaction Documents) with respect to any of the following:
(1) enter into any agreement with respect to to, or take any other action to effect effect, any Business Combination Transaction (other than the Transactions) with respect to any of the Company and its Subsidiaries;
(2) solicit, initiate or encourage (including, without limitation, by way of furnishing information) ), or take any other action to facilitate, any inquiry or the making of MERGER AGREEMENT 56 62 any proposal to any of the Company, FORM OF VOTING AGREEMENT AND PROXY A-2 93 its Subsidiaries and its stockholders from any person (other than Qwest, Qwest Subsidiary or any Affiliate of, or any person acting in concert with, Qwest or Qwest Subsidiary) which constitutes, or may reasonably be expected to lead to, a proposal with respect to a Business Combination Transaction (other than the Transactions) with respect to any of the Company and its Subsidiaries, or endorse any Business Combination Transaction (other than the Transactions) with respect to any of the Company and its Subsidiaries; or
(3) continue, enter into or participate in any discussions or negotiations regarding any of the foregoing, or furnish to any other person any information with respect to the business, properties, operations, prospects or condition (financial or otherwise) of the Company and its Subsidiaries or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing; provided, that this Section 7.2(z) shall not prohibit (1) the Company from (A) furnishing to any person (other than a Principal Stockholder or any Affiliate of, or other person acting in concert with, the Company or a Principal Stockholder) that has made an unsolicited, bona fide written proposal with respect to a Business Combination Transaction with respect to any of the Company and its Subsidiaries information concerning the Company and its Subsidiaries and the business, properties, operations, prospects or condition (financial or otherwise) of the Company and its Subsidiaries or (B) engaging in discussions or negotiations with such a person that has made such written proposal with respect to a Business Combination Transaction, (2) following receipt of such written proposal with respect to a Business Combination Transaction, the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act, or (3) following receipt of such written proposal with respect to a Business Combination Transaction, the Board of Directors of the Company from withdrawing or modifying the Board Approval; provided, however, that the Company or the Board of Directors of the Company, as the case may be, (x) shall take any action referred to in the preceding clauses (1) and (3) with respect to such written proposal (a "SUPERIOR PROPOSAL") only if such action is consistent with (i) the written opinion, subject only to customary qualifications, of a financial advisor of nationally recognized reputation, taking into account the terms and conditions of such proposed Business Combination Transaction and the Merger, respectively, all other legal, financial, regulatory and other aspects of such proposed Business Combination Transaction and the Merger, respectively, and the identity of the person making such Superior Proposal, that (A) such proposed Business Combination Transaction is reasonably capable of being completed and would, if completed, result in a transaction more favorable to the Company and its stockholders from a financial and strategic point of view than is the Merger and (B) financing for such proposed Business Combination Transaction, to the extent required, is then committed and is reasonably capable of being provided by a financial institution or other source able to provide such financing and (ii) the written opinion of independent counsel for the Company that the failure to take such action would result in a substantial risk of liability for a breach by the Board of Directors of the Company of its fiduciary obligations under applicable law, (y) shall furnish to the person making such Superior Proposal any information referred to in the preceding clause (1)(A) only if both (A) the Company shall then furnish such information to Qwest MERGER AGREEMENT 57 63 and Qwest Subsidiary, or shall have previously furnished such information to Qwest or Qwest Subsidiary, and (B) such information shall be so furnished to such person pursuant to a confidentiality agreement no less favorable to the Company than the terms of the Confidentiality Agreement and (z) shall take any action referred to in the preceding clauses (1), (2) and (3) only if the Board of Directors of the Company shall, by written notice delivered to Qwest and Qwest Subsidiary not less than 24 hours prior thereto, inform Qwest and Qwest Subsidiary of its intention to take such action. The Company shall cease and cause to be terminated any existing activities, discussions or negotiations with all persons (other than Qwest, Qwest Subsidiary or any Affiliate of, or any person acting in concert with, Qwest or Qwest Subsidiary) conducted on or before the date of this Agreement with respect to any Business Combination Transaction. The Company shall inform the persons referred to in the first sentence of this Section 7.2(z) of the obligations undertaken in this Section 7.2(z). If Shareholder the Company, or any member of the Board of Directors thereof, receives a proposal with respect to a Business Combination Transaction with respect to any of the Company and its Subsidiaries, then Shareholder the Company shall, by written notice delivered within 24 hours after the receipt of such proposal, inform Qwest and Qwest Subsidiary of the terms and conditions of such proposal and the identity of the person making the a proposal with respect to such Business Combination Transaction. Shareholder agrees that Transaction and shall keep Qwest and Qwest Subsidiary generally informed with reasonable promptness of any steps it is taking pursuant to the restrictions in this Section 1(b) are reasonable and properly required preceding sentence with respect to accomplish the purposes of this Agreementsuch proposal.
Appears in 1 contract
