Company No Solicitation. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 9.1, except as otherwise set forth in this Section 7.5, the Company shall not, nor shall it authorize or permit any of the Company Subsidiaries to, and the Company shall use reasonable best efforts to cause its and its Subsidiaries’ respective Representatives not to, directly or indirectly (i) initiate or solicit or knowingly facilitate, knowingly induce or knowingly encourage any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Takeover Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any Person any information or data with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any proposal or offer that constitutes, or would reasonably be expected to lead to, any Takeover Proposal, (iii) submit to the stockholders of the Company for their approval or adoption any Takeover Proposal or (iv) agree or publicly announce an intention to take any of the foregoing actions. Except as otherwise set forth in Section 7.5(d), the Board of Directors of the Company or any committee thereof shall not approve, declare advisable, adopt or recommend, or publicly propose to approve, declare advisable, adopt or recommend, or allow the Company or any Company Subsidiary to execute or enter into, any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement contemplating or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any Takeover Proposal (other than confidentiality agreements permitted under Section 7.5(b)(i)) (an “Alternative Acquisition Agreement”). The Company shall, and the Company shall cause the Company Subsidiaries and shall use reasonable best efforts to cause its and their respective Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons or their Representatives conducted prior to the date of this Agreement with respect to any Takeover Proposal and will request the prompt return or destruction of any confidential information previously furnished to such Persons in connection therewith and immediately terminate the access of each such Person and its Representatives to any electronic data room maintained by or on behalf of the Company or any of the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries shall modify, amend or terminate, or waive, release, fail to enforce or assign any provisions of, any confidentiality agreement (other than any standstill provision therein) to which it is a party relating to any Takeover Proposal or any inquiry, offer or proposal in connection therewith and shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement (other than any standstill provision therein). Without limiting the foregoing, any violation of the restrictions set forth in this Section 7.5 by any Representative of the Company or any of the Company Subsidiaries shall be deemed to be a breach of this Section 7.5 by the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Progenics Pharmaceuticals Inc), Agreement and Plan of Merger (Lantheus Holdings, Inc.), Agreement and Plan of Merger (Lantheus Holdings, Inc.)
Company No Solicitation. (ai) From During the date hereof period from the Agreement Date and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 9.1and the Closing Date, except as otherwise set forth in this Section 7.5Parent, the Company and the Members shall not, nor and shall it not authorize or permit any of the Company Subsidiaries to, and the Company shall use reasonable best efforts to cause its and its Subsidiaries’ their respective controlled affiliates or authorize any of their respective Representatives not to, directly or indirectly indirectly, (i) initiate or solicit or knowingly facilitatesolicit, initiate, knowingly induce encourage or knowingly encourage any inquiry facilitate the making, submission or the making announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, a Takeover an Acquisition Proposal, (ii) participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding any possible Acquisition Proposal, (iii) deliver or make available to any person any non-public information with respect to the Company in a manner not customarily delivered or made available to third parties in the ordinary course of business in connection with a possible Acquisition Proposal, (iv) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (v) enter into, continue into any letter of intent or any other Contract contemplating or otherwise participate in any discussions or negotiations regarding, furnish to any Person any information or data with respect relating to, or cooperate in any way that would otherwise reasonably be expected to lead to, any proposal or offer that constitutes, or would reasonably be expected to lead to, any Takeover Proposal, (iii) submit to the stockholders of the Company for their approval or adoption any Takeover an Acquisition Proposal or (ivvi) agree enter into any other transaction or publicly announce an intention to take any series of transactions not in the foregoing actions. Except as otherwise set forth in Section 7.5(d)ordinary course of business and consistent with past practice, the Board consummation of Directors of the Company or any committee thereof shall not approvewhich would impede, declare advisable, adopt or recommend, or publicly propose to approve, declare advisable, adopt or recommend, or allow the Company or any Company Subsidiary to execute or enter into, any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement contemplating or otherwise in connection interfere with, prevent or that is intended to delay, or would reasonably be expected to lead toimpede, any Takeover Proposal (other than confidentiality agreements permitted under Section 7.5(b)(i)) (an “Alternative Acquisition Agreement”)interfere with, prevent or delay, the consummation of the Transactions. The Parent, the Company and the Members shall, and the Company shall cause the Company Subsidiaries each of their controlled affiliates and shall use reasonable best efforts to cause its and direct their respective Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons or their Representatives persons conducted prior to or on the date of this Agreement Date with respect to any Takeover Acquisition Proposal and will (B) immediately revoke or withdraw access of any person (other than Buyer and its Representatives) to any data room containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each person (other than Buyer and its Representatives) the prompt return or destruction of any confidential all non-public information with respect to the Company previously furnished provided to such Persons person in connection therewith and immediately terminate the access of each such Person and its Representatives to any electronic data room maintained by or on behalf of the Company or any of the Company Subsidiarieswith an Acquisition Proposal. Neither the Company nor any of the Company Subsidiaries shall modify, amend or terminate, or waive, release, fail to enforce or assign any provisions of, any confidentiality agreement (other than any standstill provision therein) to which it is a party relating to any Takeover Proposal or any inquiry, offer or proposal in connection therewith and shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement (other than any standstill provision therein). Without limiting the foregoing, any violation of the restrictions set forth in this Section 7.5 by any Representative of the Company or any of the Company Subsidiaries shall be deemed to be a breach of this Section 7.5 by the Company.32
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (890 5th Avenue Partners, Inc.), Membership Interest Purchase Agreement (890 5th Avenue Partners, Inc.)
Company No Solicitation. (a) From Except as permitted by this Section 5.03, from the date hereof until the earlier of the Effective Time and Time, or, if earlier, the termination of this Agreement pursuant to Section 9.1, except as otherwise set forth in this Section 7.5accordance with its terms, the Company shall not, nor shall it authorize or permit any Company Subsidiary to, nor shall it authorize any Representatives of the Company Subsidiaries to, and the or any Company shall use reasonable best efforts to cause its and its Subsidiaries’ respective Representatives not Subsidiary to, directly or indirectly indirectly, (i) initiate or solicit or knowingly facilitatesolicit, initiate, knowingly induce encourage or take any other action to knowingly encourage facilitate any inquiry inquiry, discussion, offer or the making of any proposal or offer request that constitutes, or would could reasonably be expected to lead to, a Company Takeover Proposal, (ii) enter into any agreement, letter of intent, memorandum of understanding or other similar instrument with respect to any Company Takeover Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.03) or (iii) enter into, continue continue, conduct, engage or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any non-public information or data with respect to, or cooperate in any way that would otherwise reasonably be expected to lead tofor the purpose of encouraging or facilitating, any proposal or offer that constitutes, or would reasonably be expected to lead to, any Company Takeover Proposal, (iii) submit to the stockholders of the Company for their approval or adoption any Takeover Proposal or (iv) agree or publicly announce an intention to take any of the foregoing actions. Except as otherwise set forth in Section 7.5(d), the Board of Directors of the Company or any committee thereof shall not approve, declare advisable, adopt or recommend, or publicly propose to approve, declare advisable, adopt or recommend, or allow the Company or any Company Subsidiary to execute or enter into, any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement contemplating or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any Takeover Proposal (other than confidentiality agreements permitted under Section 7.5(b)(i)) (an “Alternative Acquisition Agreement”). The Company shall, and the Company shall cause the Company Subsidiaries Subsidiaries, and shall use reasonable best efforts to cause direct its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions and negotiations with any existing activitiesPerson conducted theretofore with respect to any Company Takeover Proposal and request that any such Person promptly return and/or destroy all confidential information concerning the Company and the Company’s Subsidiaries to the extent permitted pursuant to a confidentiality agreement with any such Persons. Notwithstanding anything in this Agreement to the contrary, prior to obtaining Company Stockholder Approval, the Company and its Representatives may, in response to each (if any) Company Takeover Proposal made after the date hereof that does not result from a material breach of this Section 5.03, (y) contact the Person making such Company Takeover Proposal solely to clarify the terms and conditions thereof and (z) if the Company Board determines in good faith, after consultation with outside legal counsel and independent financial advisors, that such Company Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Company Proposal, (1) provide access to or furnish information with respect to the Company and the Company Subsidiaries to the Person making such Company Takeover Proposal and its Representatives pursuant to an Acceptable Confidentiality Agreement; provided, that the Company will prior to or concurrently with the time such information is provided to such Person provide Parent with all non-public information regarding the Company that has not previously been provided to Parent that is provided to any Person making such Company Takeover Proposal; and (2) conduct, engage or participate in discussions or negotiations with any Persons or their Representatives conducted prior to the date of this Agreement with respect to any Takeover Proposal and will request the prompt return or destruction of any confidential information previously furnished to such Persons in connection therewith and immediately terminate the access of each such Person and its Representatives to any electronic data room maintained by or on behalf of the making such Company or any of the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries shall modify, amend or terminate, or waive, release, fail to enforce or assign any provisions of, any confidentiality agreement (other than any standstill provision therein) to which it is a party relating to any Takeover Proposal or any inquiry, offer or proposal in connection therewith and shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement (other than any standstill provision therein). Without limiting the foregoing, any violation of the restrictions set forth in this Section 7.5 by any Representative of the Company or any of the Company Subsidiaries shall be deemed to be a breach of this Section 7.5 by the CompanyProposal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Independence Realty Trust, Inc.), Agreement and Plan of Merger (Steadfast Apartment REIT, Inc.)
Company No Solicitation. (a) From During the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 9.1, except as otherwise set forth in this Section 7.5Interim Period, the Company shall not, nor and shall it authorize or permit any of the Company Subsidiaries cause its subsidiaries and its and their respective directors, officers, and employees not to, and the Company shall use reasonable best efforts to cause its and its Subsidiaries’ respective Representatives not to, directly or indirectly (i) initiate or solicit or knowingly facilitate, knowingly induce or knowingly encourage any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Takeover Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any Person any information or data with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any proposal or offer that constitutes, or would reasonably be expected to lead to, any Takeover Proposal, (iii) submit to the stockholders of the Company for their approval or adoption any Takeover Proposal or (iv) agree or publicly announce an intention to take any of the foregoing actions. Except as otherwise set forth in Section 7.5(d), the Board of Directors of the Company or any committee thereof shall not approve, declare advisable, adopt or recommend, or publicly propose to approve, declare advisable, adopt or recommend, or allow the Company or any Company Subsidiary to execute or enter into, any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement contemplating or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any Takeover Proposal (other than confidentiality agreements permitted under Section 7.5(b)(i)) (an “Alternative Acquisition Agreement”). The Company shall, and the Company shall cause the Company Subsidiaries and shall use reasonable best efforts to cause its and their respective consultants, attorneys, accountants, financial advisors, agents, investment bankers or other representatives (collectively, “Representatives”) not to (and shall not authorize or permit their respective Representatives to), (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries with respect to or that could reasonably be expected to lead to, or the making, submission or announcement of, any Acquisition Proposal, (ii) participate or engage in any negotiations or discussions concerning, or furnish or provide access to the Company’s or any of its subsidiaries’ properties, books and records or any confidential information or data to any Person relating to or in connection with, an Acquisition Proposal, or any inquiry or proposal that could reasonably be expected to lead to any Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement for any Acquisition Proposal; provided that (x) it is understood and agreed that any determination or action by the Company Board of Directors permitted under Section 6.1(b) or Section 6.1(d) shall not be deemed to be a breach or violation of this Section 6.1(a) or, in the case of Section 6.1(b)(i) — (iii), give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii), and (y) the Company shall be permitted to enter into an Acceptable Confidentiality Agreement as contemplated by and in accordance with Section 6.1(b). The Company shall, and shall cause its subsidiaries and its and their respective directors, officers and employees to, and shall use its reasonable best efforts to cause their respective other Representatives to, immediately cease and cause to be terminated any existing activitiessolicitations, discussions or negotiations with any Persons Person (other than Parent and its Affiliates) relating to or their Representatives conducted prior to in connection with an Acquisition Proposal that exist as of the date hereof. The Company shall promptly, and in no event later than twenty-four (24) hours after its or any of this Agreement with respect to its subsidiaries receipt (including receipt by any Takeover Proposal and will request the prompt return of their respective directors, officers or destruction Representatives) of any confidential Acquisition Proposal, or any request for nonpublic information previously furnished relating to such Persons in connection therewith and immediately terminate the access of each such Person and its Representatives to any electronic data room maintained by or on behalf of the Company or any of its subsidiaries in connection with or relating to an Acquisition Proposal, advise Parent orally and in writing of such Acquisition Proposal or request (including providing the identity of the Person making or submitting such Acquisition Proposal or request), and (A) if it is in writing, provide Parent a copy of such Acquisition Proposal and any related draft agreements or other documentation or materials delivered in connection therewith, or (B) if it is oral, provide Parent a reasonably detailed summary, including all material terms, thereof. The Company shall keep Parent informed in all material respects on a reasonably prompt basis of the current status and material terms of any such Acquisition Proposal including any material changes in respect of any such Acquisition Proposal and shall promptly (and in no event later than twenty-four (24) hours following any such change) deliver to Parent a summary of any material changes to any such Acquisition Proposal. Notwithstanding anything to the contrary herein, the Company Subsidiaries. Neither may grant a waiver, amendment or release under any confidentiality or standstill agreement to the extent necessary to allow for a confidential Acquisition Proposal to be made to the Company or the Company Board of Directors or to allow for the engagement in discussions regarding an Acquisition Proposal or a proposal that would reasonably be expected to lead to an Acquisition Proposal so long as, in each case, such Acquisition Proposal or proposal that would reasonably be expected to lead to an Acquisition Proposal was not obtained or made as a result of a violation of the terms of this Agreement if the Company Board of Directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action could reasonably be expected to result in (I) a possible Superior Proposal and (II) a breach of its fiduciary duties under applicable Law and so long as (1) neither the Company nor any of its subsidiaries nor any of their respective Representatives has violated this Agreement, and (2) the Company Subsidiaries shall modifypromptly notifies Parent thereof (including the identity of such counterparty) after granting any such waiver, amend amendment or terminaterelease and, if requested by Parent, grants Parent a waiver, amendment or waiverelease of any similar provision under the Confidentiality Agreement. Any breach of this Section 6.1 by any subsidiary of the Company, release, fail to enforce or assign any provisions of, any confidentiality agreement (other than any standstill provision therein) to which it is a party relating to any Takeover Proposal its subsidiaries or any inquiryofficer, offer director, employee or proposal in connection therewith and shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement (other than any standstill provision therein). Without limiting the foregoing, any violation of the restrictions set forth in this Section 7.5 by any Representative of the Company or any subsidiary of the Company Subsidiaries shall be deemed to be a breach by the Company for all purposes of this Section 7.5 by the CompanyAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avangrid, Inc.), Agreement and Plan of Merger (Texas New Mexico Power Co)
Company No Solicitation. (a) From The Company agrees that it shall, and shall cause the date hereof until the earlier Company Subsidiaries and its and their respective directors, officers and employees of the Effective Time Company and the termination of this Agreement pursuant to Section 9.1, except as otherwise set forth in this Section 7.5, the Company shall not, nor shall it authorize or permit any of the Company Subsidiaries to, and the Company shall direct and use its commercially reasonable best efforts to cause its and its Subsidiaries’ respective Representatives not to, directly or indirectly (i) initiate or solicit or knowingly facilitate, knowingly induce or knowingly encourage any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Takeover Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any Person any information or data with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any proposal or offer that constitutes, or would reasonably be expected to lead to, any Takeover Proposal, (iii) submit to the stockholders of the Company for their approval or adoption any Takeover Proposal or (iv) agree or publicly announce an intention to take any of the foregoing actions. Except as otherwise set forth in Section 7.5(d), the Board of Directors of the Company or any committee thereof shall not approve, declare advisable, adopt or recommend, or publicly propose to approve, declare advisable, adopt or recommend, or allow the Company or any Company Subsidiary to execute or enter into, any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement contemplating or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any Takeover Proposal (other than confidentiality agreements permitted under Section 7.5(b)(i)) (an “Alternative Acquisition Agreement”). The Company shall, and the Company shall cause the Company Subsidiaries and shall use reasonable best efforts to cause its and their respective Representatives to, immediately cease and cause to be terminated any all existing activities, discussions or negotiations with any Persons or their Representatives Person conducted prior heretofore with respect to any Company Takeover Proposal. The Company also agrees that it shall, within five (5) Business Days after the date of this Agreement Agreement, (i) request each Person that has executed a confidentiality agreement in connection with respect to any Company Takeover Proposal or its consideration of any Company Takeover Proposal (and will for which such a request the prompt has not previously been made) to return or destruction of any destroy all confidential information previously furnished to such Persons in connection therewith and immediately terminate the access of each such Person and its Representatives to any electronic data room maintained by or on behalf of the Company or any of the Company SubsidiariesSubsidiaries and (ii) terminate any data room or other diligence access of such Person. Neither Except as permitted by Section 6.03(b), the Company nor any shall not, and shall cause each of the Company Subsidiaries and its and their respective directors, officers and employees not to, and shall modifydirect and use its commercially reasonable efforts to cause its other Representatives not to, amend directly or terminateindirectly, (i) solicit, initiate or knowingly encourage, or waive, release, fail to enforce or assign any provisions ofknowingly facilitate, any confidentiality agreement (other than any standstill provision therein) to which it is a party relating to any Company Takeover Proposal or any inquiry, proposal or offer that constitutes or proposal would reasonably be expected to lead to a Company Takeover Proposal, or (ii) enter into, engage in, continue or otherwise participate in connection therewith and shall enforceany discussions (except, in response to an inquiry from any Person, solely to notify such Person of the fullest extent permitted under applicable Law, existence of the provisions of this Section 6.03(a)) or negotiations regarding, or furnish to any such agreement (other than Person any standstill provision therein). Without limiting the foregoingnon-public material information in connection with, any violation Company Takeover Proposal or any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Company Takeover Proposal. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any “standstill” or similar obligation of any Person if (i) the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would reasonably be likely to be inconsistent with its directors’ duties under applicable Law and (ii) absent such action by the Company, the applicable provisions would prevent any Person or group from making a Company Takeover Proposal privately to the Company Board. The Company agrees that any material violations of the restrictions set forth in this Section 7.5 6.03(a) by any Representative of the Company or any of the Company Subsidiaries shall be deemed to be a breach of this Section 7.5 by the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Healthcare Realty Trust Inc)
Company No Solicitation. (a) From During the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 9.1, except as otherwise set forth in this Section 7.5Interim Period, the Company shall not, nor shall it authorize or permit any of the Company cause its Subsidiaries and its and their officers, employees and directors not to, and the Company shall use reasonable best efforts to cause its the other Representatives of the Company and its Subsidiaries’ respective Representatives Subsidiaries not to, directly or indirectly indirectly, solicit, initiate, propose, or knowingly facilitate or knowingly encourage the submission of any Company Takeover Proposal or the making of any proposal that would reasonably be expected to lead to any Company Takeover Proposal, or: (i) initiate enter into, continue, conduct, engage or solicit otherwise participate in any discussions or negotiations with, disclose any non-public information relating to the Company or its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or its Subsidiaries to, or knowingly assist, knowingly facilitate, knowingly induce or knowingly encourage any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead toresult in, a Company Takeover Proposal, ; (ii) enter into(A) amend or grant any waiver or release under, continue or otherwise participate in fail to enforce, any discussions standstill or negotiations regarding, furnish similar agreement with respect to any Person any information or data with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any proposal or offer that constitutes, or would reasonably be expected to lead to, any Takeover Proposal, (iii) submit to the stockholders class of the Company for their approval or adoption any Takeover Proposal or (iv) agree or publicly announce an intention to take any of the foregoing actions. Except as otherwise set forth in Section 7.5(d), the Board of Directors equity securities of the Company or any committee thereof shall not approve, declare advisable, adopt or recommendits Subsidiaries, or publicly propose to approve, declare advisable, adopt or recommend(B) approve any transaction under, or allow any Third Party becoming an "interested stockholder" under, Section 203 of the Company or Delaware Law; (iii) enter into any Company Subsidiary to execute or enter into, any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, merger letter of intent, term sheet, acquisition agreement, acquisition merger agreement, option agreement, joint venture agreement, partnership agreement agreement, or other agreement contemplating or otherwise in connection with, or that is intended Contract relating to or would reasonably be expected to lead to, any Company Takeover Proposal (other than confidentiality agreements permitted under Section 7.5(b)(i)) (an “Alternative each, a "Company Acquisition Agreement”"); or (iv) approve, authorize, agree or publicly announce an intention to do any of the foregoing; provided, that notwithstanding anything to the contrary in this Agreement, the Company or any of its Representatives may, in response to an inquiry or proposal from a Third Party, inform such Third Party of the restrictions imposed by the provisions of this Section 6.9. The Company shall, and the Board shall not effect a Company Adverse Recommendation Change. The Company shall not, shall cause the Company its Subsidiaries and its and their officers, employees and directors not to, and shall use reasonable best efforts to cause the other Representatives of the Company and its and their respective Representatives Subsidiaries not to, immediately cease continue any and cause to be terminated any all existing activities, discussions discussions, or negotiations negotiations, if any, with any Persons or their Representatives Third Party conducted prior to the date of this Agreement hereof with respect to any Company Takeover Proposal and will request shall use its reasonable best efforts to cause any such Third Party (or its agents or advisors) in possession of non-public information in respect of the prompt return or destruction of any confidential information previously furnished to such Persons in connection therewith and immediately terminate the access of each such Person Company and its Representatives to any electronic data room maintained Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries to return or destroy (and confirm destruction of) all such information and immediately terminate access by any of the Company Subsidiaries. Neither the Company nor Third Party to any of the Company Subsidiaries shall modify, amend physical or terminate, or waive, release, fail to enforce or assign any provisions of, any confidentiality agreement (other than any standstill provision therein) to which it is a party electronic data room relating to any potential Company Takeover Proposal or any inquiry, offer or proposal in connection therewith and shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement (other than any standstill provision therein)Proposal. Without limiting the generality of the foregoing, it is understood that any violation breach of the restrictions set forth in this Section 7.5 6.9 by any Representative director or officer of the Company or any of its Subsidiaries or by any other Representative of the Company Subsidiaries acting at the Company's direction shall be deemed to be constitute a breach of this Section 7.5 6.9 by the Company.
Appears in 1 contract
