Competing Offers. Shareholders agree that they will not, and will cause Company not to, directly or indirectly, through an officer, director, agent, or otherwise, solicit, initiate or encourage the submissions of bids, offers or proposals by, any Person with respect to an acquisition of Company or its assets or capital stock or a merger or similar transaction, and Shareholders will not, and will not permit Company to, engage any broker, financial adviser or consultant to initiate or encourage proposals or offers from other Persons. Furthermore, Shareholders shall not, and shall not permit Company to, directly or indirectly, through any officer, director, agent or otherwise, engage in negotiations concerning any such transaction with, or provide information to, any Person other than FNFI and its representatives with a view to engaging, or preparing to engage, that Person with respect to any matters in this Section 7.10. Shareholders shall ensure that Company shall not commence any proceeding to merge, consolidate or liquidate or dissolve or obligate itself to do so.
Competing Offers. The Seller retains the right to accept any other offer made prior to receipt of written acceptance of this Counter-Offer delivered to the Seller or an agent of the Seller.
Competing Offers. If an event identified in Section 3(c)(i)(A) occurs and shall not have been withdrawn or terminated, the Investor Group shall be permitted to take such action and make such offers as may be considered to be of the same nature and type of action or offer and for the same resulting number of shares as that which is being taken by the Triggering Person; provided that the Investor Group may only acquire that number of shares which when added to the number of shares already owned by the Investor Group shall not exceed the number of shares acquired or to be acquired (assuming any proposals or offers to purchase have been consummated) by the Triggering Person. In proceeding with any action or offer permitted under this Section 3(c)(ii), the Investor Group shall be permitted to offer more favorable terms such as price, cash versus securities or other such terms as may be consistent with an offer of the same nature and type of consideration as that which is being proposed by the Triggering Person.
Competing Offers. If an event identified in Section 3(b)(i)(A) occurs and shall not have been withdrawn or terminated, the Investor Group shall be permitted to take such action and make such offers as may be considered to be of the same nature and type of action or offer and for the same resulting number of shares as that which is being taken by the Triggering Person; provided that the Investor Group may only acquire that number of shares which when added to the number of shares already owned by the Investor Group shall not exceed the number of shares Beneficially Owned (as defined without excluding paragraph (d) of Rule 13d-3) and to be acquired (assuming any proposals or offers to purchase have been consummated) by the Triggering Person. In proceeding with any action or offer permitted under this Section 3(b)(ii), the Investor Group shall be permitted to offer more favorable terms such as price, cash versus securities or other such terms as may be consistent with an offer of the same nature and type of consideration as that which is being proposed by the Triggering Person.
Competing Offers. Until any termination of this Agreement under Section 9.1, Seller agrees that it will not, directly or indirectly, through any officer, director, agent, or otherwise, solicit, initiate or encourage the submissions of bids, offers or proposals by, any Person with respect to an acquisition of the Assets or the Product Line, and Seller will not engage any broker, financial adviser or consultant with an incentive to initiate or encourage proposals or offers from other parties. Furthermore, Seller shall not, directly or indirectly, through any officer, director, agent or otherwise, engage in negotiations concerning any such transaction with, or provide information to, any Person other than Purchaser and its representatives with a view to engaging, or preparing to engage, that Person with respect to any matters in this Section. Seller shall not sell, transfer or otherwise dispose of, create any lien upon, other than a Permitted Lien, or transfer any interest in, any Asset.
Competing Offers. (a) In the event that a bona fide third party tender offer to acquire at least 15% of the Shares or any other Alternative Transaction (as herein defined) is commenced by any party that is not an Affiliate of either of the Principal Shareholders or the Company (a "Competing Offer"), and if the aggregate consideration per Share set forth in the Competing Offer exceeds the Offer Price (a "Higher Competing Offer"), then the Principal Shareholders may request, no earlier than three business days prior to the expiration of the Higher Competing Offer, that they be relieved of the obligation to tender their Shares to Bidder hereunder, and that they be permitted to withdraw the PS Shares from the Offer and tender the PS Shares into the Higher Competing Offer. Bidder shall grant or deny such request within 24 hours of the time the Principal Shareholders make such request. To the extent Bidder grants such consent, then the Principal Shareholders shall be permitted to withdraw the PS Shares from the Offer and tender the PS Shares into the Higher Competing Offer, and shall jointly and severally become irrevocably obligated to pay Bidder the Release Amount not later than three business days after receipt of the consideration paid in the Higher Competing Offer. For purposes of this Agreement, "Release Amount" shall be the difference between (i) the price per Share paid to the Principal Shareholders in any Higher Competing Offer and (ii) the Offer Price, multiplied by the total number of Shares sold by the Principal Shareholders in the Higher Competing Offer.
(b) If Bidder does not grant its consent to permit the Principal Shareholders to tender the PS Shares into the Higher Competing Offer, then Bidder shall be irrevocably obligated to purchase the PS Shares at a price equal to the Offer Price (i) if the Bylaw Amendment is approved and effective, pursuant to the Offer or, if permitted by Law, in a private transaction or (ii) if the Bylaw Amendment is not approved but a Third Party has control of the Company pursuant to Chilean Law, in a private transaction. In the event that Bidder purchases the PS Shares as provided in this Section 3.5(b) pursuant to the Offer, Bidder will waive all conditions to close the Offer set forth on Exhibit A hereto, except for paragraph 1 of Exhibit A. In the event Bidder purchases the PS Shares as provided in this Section 3.5(b) pursuant to a private transaction, Bidder will so purchase the PS Shares not later than five business days after th...
Competing Offers. There shall not have been any competing offering, placement or arrangement for any debt security or bank financing other than (i) the obligations under the United Online Debt Documents, (ii) senior debt of United Online in an amount not to exceed $60 million or (iii) Alternative Online Debt (as defined in the Commitment Letter).
Competing Offers. From the date of this Agreement until the Closing or termination hereof, the Sellers shall not solicit or encourage inquiries or proposals with respect to, or furnish any information relating to, or participate in any negotiations or discussions concerning, any merger, acquisition, or purchase of any portion of the assets or Company or involving the stock of Company, other than as contemplated by this Agreement, except those which are consented to in writing by Buyer in its sole discretion; and to notify Buyer immediately if any such inquiries or proposals are received by, or such information is requested from, or any such negotiations or discussions are sought to be initiated with Sellers. In the event that Sellers violate this Section 8.20, then notwithstanding any other provision to the contrary in this Agreement, Sellers shall be responsible for paying all of Buyer’s legal, accounting, consulting, and other expenses related to the transactions contemplated by this Agreement.
Competing Offers. If any event identified in Section 3(a) occurs, the Investor Group shall be permitted to take such action and make such offers as may be considered to be of the same nature and type of action or offer and directed to the same person or persons and for the same resulting number of shares as that which is being taken by such person or 13D Group; provided that the Investor Group may only acquire that number of shares which when added to the number of shares already owned by the Investor Group shall not exceed the number of shares acquired or to be acquired (assuming any offers to purchase have been consummated) by such person or 13D Group. In proceeding with any action or offer permitted under this Section 3(b), the Investor Group shall be permitted to offer more favorable terms such as price, cash versus securities or other such terms as may be consistent with an offer of the same nature and type of consideration as that which is being proposed by such person or 13D Group. For example (but without limitation):
(i) TENDER OFFER. If a person or 13D Group makes a bona fide public tender offer for all of the Company's outstanding shares, the Investor Group may similarly tender for all of the outstanding shares of the Company.
Competing Offers. (a) The Company hereby undertakes and agrees that, for the period from the date hereof until the Effective Time, or if the transactions contemplated hereby are not consummated on or prior to March 1, 2001 (the "Termination Date"), until the Termination Date, subject to the duties imposed by applicable law, the Company will not, nor will the Company permit any of its subsidiaries or any of its affiliate (or authorize or permit any of their respective representatives) to, take, directly or indirectly, any action to initiate, assist, solicit, receive, negotiate, encourage or accept any offer or inquiry from any person (a) to engage in any Business Combination, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or (c) to furnish or cause to be furnished any information with respect to the Company or any of its subsidiaries to any person who the Company or any subsidiary, affiliate or representative knows or has reason to believe is in the process of considering any Business Combination. If the Company or any subsidiary, affiliate or representative of the Company receives from any person any offer, inquiry or informational request referred to above, the Company will promptly advise such person, by written notice, of the terms of this paragraph and will promptly, orally and in writing, advise Pre-Cell of such offer, inquiry or request and deliver a copy of the foregoing notice to Pre-Cell. For purposes hereof, "Business Combination" means any merger, consolidation or combination to which such Constituent Corporation or any of its subsidiaries is a party, any sale, dividend, split or other disposition of capital stock or other equity interest of such Constituent Corporation or any of its subsidiaries or any sale, dividend or other disposition of all or substantially all of the assets and properties of such Constituent Corporation or any of its subsidiaries.
