Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior to the execution of this Agreement and in light of the Company's representations contained in Section 3.14, the Company agrees that it shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its Subsidiaries to, directly or indirectly, solicit or initiate, or encourage the submission of, any Acquisition Proposal, or participate in any negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Board of Directors from, at any time prior to the Company Shareholder Approval, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a trans...
Company Acquisition Proposals. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 7.5(f), during the period (the “Go Shop Period”) beginning on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on April 16, 2014 (the “No Shop Period Start Date”), the Company and its Representatives shall have the right (acting under the direction of the Company Board or any committee thereof) to, directly or indirectly, (i) initiate, solicit, induce, cause, encourage and facilitate any Company Acquisition Proposals, including by way of providing non-public information pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements; provided, however, that any non-public information concerning the Company or the Company Subsidiaries that is provided to such Third Party shall, to the extent not previously provided to Parent or Merger Sub, be provided to Parent or Merger Sub prior to or simultaneously with providing it to such Third Party, and (ii) engage in and maintain discussions or negotiations with respect to any inquiry, proposal or offer that constitutes or may reasonably be expected to lead to a Company Acquisition Proposal or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, discussions or negotiations or the making of any Company Acquisition Proposal, including providing access to or otherwise making available non-public information in accordance with the terms set forth in Section 7.5(a)(i). No later than one (1) Business Day after the No Shop Period Start Date, the Company shall notify Parent in writing of the identity of each Person that submitted a Company Acquisition Proposal prior to the No Shop Period Start Date (each, a “Go Shop Bidder”) and provide to Parent (x) a copy of any Company Acquisition Proposal made in writing and any other written terms or proposals provided (including financing commitments) to the Company or any Company Subsidiary and (y) a written summary of the material terms of any Company Acquisition Proposal not made in writing (including any terms proposed orally or supplementally).
(b) Except as expressly permitted by this Section 7.5, from and after the No Shop Period Start Date until the Effective Time, neither the Company nor any of the Company Subsidiaries nor any of their respective officers, directors or employees shall, and the Company shall instruct and cause its and the Company Subsidiaries’ Representatives no...
Company Acquisition Proposals. As of the date of this Agreement, Stockholder is not engaged in any discussions or negotiations with any party other than Parent with respect any Company Acquisition Proposal.
Company Acquisition Proposals. (a) Except as permitted by this Section 7.5, none of the Company or any of its Subsidiaries shall (whether directly or indirectly through Affiliates, directors, officers, employees, representatives or other intermediaries), nor shall (directly or indirectly) the Company authorize any of its or their Affiliates, officers, directors, representatives or other intermediaries or Subsidiaries to: (i) solicit, initiate, take any action to knowingly facilitate or encourage the submission of inquiries, proposals or offers from any Person (other than Parent) relating to any Company Acquisition Proposal, or agree to or endorse any Company Acquisition Proposal; (ii) enter into any agreement to (x) facilitate or consummate any Company Acquisition Proposal, (y) approve or endorse any Company Acquisition Proposal or (z) in connection with any Company Acquisition Proposal, require it to abandon, terminate or fail to consummate the Merger; (iii) enter into or participate in any discussions or negotiations in connection with any Company Acquisition Proposal or inquiry with respect to any Company Acquisition Proposal, or furnish or provide to any Person any non-public information with respect to its business, properties or assets in connection with any Company Acquisition Proposal or inquiry with respect to any Company Acquisition Proposal; or (iv) agree to resolve or take any of the actions prohibited by clause (i), (ii) or (iii) of this sentence. The Company shall immediately cease, and direct its representatives and other intermediaries to immediately cease, any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company shall promptly inform its representatives of the Company’s obligations under this Section 7.5. Any violation of this Section 7.5 by any representative of the Company or its Subsidiaries shall be deemed to be a breach of this Section 7.5 by the Company. For purposes of this Section 7.5, the term “Person” means any person, corporation, entity or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or any Subsidiaries of Parent.
Company Acquisition Proposals. (i) If this Agreement is terminated by Parent or the Company pursuant to Section 9.01(c), and: (i) at or prior to the time of such termination a Company Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made; and (ii) within 12 months after the date of any such termination, the Company shall have entered into a definitive agreement with respect to any Company Acquisition Proposal or any Company Acquisition Proposal is consummated (regardless of whether it is the same Company Acquisition Proposal), then the Company shall pay, or cause to be paid, to Parent, in cash at the time such transaction is consummated, a non-refundable fee in the amount of the Company Termination Fee; provided, however, for purposes of clause (ii) above, all references to “15% or more” in the definition of Company Acquisition Proposal shall be deemed to be references to “more than 50%.”
(ii) If this Agreement is terminated by Parent or the Company pursuant to Section 9.01(d) and: (i) at or prior to the time of such termination a Company Acquisition Proposal shall have been publicly disclosed, announced, commenced, or made; and (ii) within 12 months after the date of any such termination, the Company shall have entered into a definitive agreement with respect to any Company Acquisition Proposal or any Company Acquisition Proposal is consummated (regardless of whether it is the same Company Acquisition Proposal), then the Company shall pay, or cause to be paid, to Parent, in cash at the time such transaction is consummated, a non-refundable fee in the amount of the Company Termination Fee; provided, however, for purposes of clause (ii) above, all references to “15% or more” in the definition of Company Acquisition Proposal shall be deemed to be references to “more than 50%.”
Company Acquisition Proposals. Shareholder is not currently engaged in any discussions or negotiations with any Person (other than Infiniti and the other parties to the Merger Agreement) regarding any Company Acquisition Proposal.
Company Acquisition Proposals. Stockholder is not currently engaged in any discussions or negotiations with any Person (other than the Investors and Porsche) regarding any Company Acquisition Proposal.
Company Acquisition Proposals. From the date hereof until Closing or ----------------------------- earlier termination of this Agreement, none of the Company, Union Oil or any affiliate, director, officer, employee or representative of the Company or Union Oil shall, directly or indirectly, (i) solicit, initiate or knowingly encourage any Company Acquisition Proposal (as defined below) or (ii) engage in discussions or negotiations with, or disclose any nonpublic information relating to, the Company, or afford access to the properties, books or records of the Company, Union Oil or any other subsidiary of Union Oil to, any person that is considering making or has made a Company Acquisition Proposal. The term "Company Acquisition Proposal", as used herein, means any offer or proposal for, or any indication of interest in, a merger or other business combination with the Company or the acquisition of the Assets or any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.
Company Acquisition Proposals. 8.10.1 During the Option Period, the Company shall not, and shall cause its Affiliates not to, directly or indirectly, through any Representative of the Company or its Affiliates, solicit or encourage (including by way of furnishing information) the initiation or submission of any inquiries, proposals or offers regarding, and shall not otherwise facilitate, negotiate, discuss, enter into or make any commitment with respect to any merger or acquisition, sale, lease or license of the capital stock of the Company, all or a material portion of the Company’s assets or the Product, other than sales of Product to end-users in the ordinary course of business (any of the foregoing inquiries or proposals being referred to herein as a “Company Acquisition Proposal”); provided, however, that the board of directors of the Company shall be permitted to refer any Third Party to this Section 8.10 subject to its other obligations set forth in this Section 8.10.
8.10.2 The Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any parties (other than the Parent) conducted prior to or as of the Execution Date with respect to any Company Acquisition Proposal. The Company agrees not to release any such parties from any confidentiality agreement to which the Company is a party.
8.10.3 The Company shall promptly, and in any event within two Business Days, notify the Parent after receipt of any Company Acquisition Proposal or any request for information relating to the Company in connection with a Company Acquisition Proposal or for access to the properties, books or records of the Company by any Person in connection with a Company Acquisition Proposal. Such notice to the Parent shall indicate in reasonable detail the terms and conditions of such proposal, inquiry or contact.
8.10.4 The Company shall ensure that the officers, directors, employees, advisors and other Representatives of the Company are aware of the restrictions described in this Section 8.10, and shall use commercially reasonable efforts to ensure such Persons do not breach this Section 8.10.
Company Acquisition Proposals. (a) During the Pre-Closing Period, the Executive, solely in his capacity as Chief Executive Officer of the Company, will cooperate with, and not take any action that reasonably would be expected to frustrate, delay, interfere with or impede, the efforts of the Company, acting through the Special Committee, and its Representatives to initiate, solicit and encourage, whether publicly or otherwise, Company Acquisition Proposals and any discussions or negotiations in connection therewith, in each case, so long as the Merger Agreement is in effect, to the extent, and only to the extent, permitted by the provisions of the Merger Agreement. For purposes hereof, the term “Pre-Closing Period” shall mean the period of time commencing on the date of this Agreement and ending on the first to occur of (i) the date all of the obligations of the Executive under the Voting Agreement of near or even date herewith among Parent, the Company, the Executive and the other Contributing Stockholders (the “Voting Agreement”), other than those under Articles V and VI thereof, terminate; and (ii) the termination of Executive’s employment with the Company for any reason.
