Competing Offers; Merger or Liquidation. The Shareholders agree that they will not, and will cause the Company not to, 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 Company or its assets or capital stock or a merger or similar transaction, and the Shareholders will not, and will not permit the Company to, engage any broker, financial adviser or consultant with an incentive to initiate or encourage proposals or offers from other parties. Furthermore, the Shareholders shall not, and shall not permit the 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 Purchaser and its representatives with a view to engaging, or preparing to engage, that Person with respect to any matters in this Section. The Shareholders shall ensure that the Company shall not commence any proceeding to merge, consolidate or liquidate or dissolve or obligate itself to do so.
Competing Offers; Merger or Liquidation. The Company and --------------------------------------- the Shareholders agree that they will not, and the Shareholders will cause the Company not to, directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate, encourage or conduct discussions with, or accept or consider the submissions of bids, offers or proposals by, any Person with respect to an acquisition of the Company or its assets or capital stock or a Merger or similar transaction, and the Company and the Shareholders will not, and the Shareholders will not permit the Company to, engage any broker, financial adviser or consultant with an incentive to initiate or encourage proposals or offers from other parties. Furthermore, the Company and the Shareholders shall not, and the Shareholders shall not permit the 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 Buyer and its principal shareholder, and their respective representatives, with a view to engaging, or preparing to engage, that Person with respect to any matters referenced in this Section. The Shareholders shall ensure that the Company shall not commence any proceeding to merge, consolidate or liquidate or dissolve or obligate itself to do so.
Competing Offers; Merger or Liquidation. During the period commencing on the date hereof and terminating on April 30, 2000, Seller shall not: (a) solicit, initiate, or participate in any discussions or negotiations with, or encourage the submission of bids, offers or proposals by (or commence negotiations with or provide any information to), any person (other than Purchaser) with respect to an acquisition of any of the Business Assets or the Business or (b) provide any non-public information concerning the Business Assets or the Business to any person (other than Purchaser). Seller shall immediately notify Purchaser of, and shall disclose to Purchaser all details of, any inquiries, discussions or negotiations after the date hereof of the nature prohibited in this Section. Seller shall refrain during such period from engaging, directly or indirectly, any broker, financial adviser or other consultant on a basis which might provide such broker, financial adviser or consultant with an incentive to initiate or encourage proposals or offers from other parties with respect to the Business or the Business Assets or any interest therein and from commencing any proceeding to merge, consolidate or liquidate or dissolve or obligating itself to do so in violation of this Section.
Competing Offers; Merger or Liquidation. The Shareholders agree that they will not, and will cause the Company not to, 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 Company or its assets or capital stock or a merger or similar transaction, and the Shareholders will not, and will not permit the Company to, engage any broker, financial adviser or consultant with an incentive to initiate or encourage proposals or offers from other parties. Furthermore, the Shareholders shall not, and shall not permit the 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 Acquiror and its representatives with a view to engaging, or preparing to engage, that Person with respect to any matters in this Section. The Shareholders shall ensure that the Company shall not commence any proceeding to merge, consolidate or liquidate or dissolve or obligate itself to do so. In the event Shareholders breach this provision, they agree that Acquiror, among other remedies which may be available to it, shall be entitled to an injunctive relief.
Competing Offers; Merger or Liquidation. The Company --------------------------------------- shall not, directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage discussions with, or the submissions of bids, offers or proposals by, any Person with respect to an acquisition of the Company or its assets or capital stock or a merger or similar transaction, and the Company shall not engage any broker, financial adviser or consultant with an incentive to initiate or encourage proposals or offers from other parties. Furthermore, the Company 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 Buyer and its representatives, with a view to engaging, or preparing to engage, that Person with respect to any matters referenced in this Section. The Company shall not commence any proceeding to merge, consolidate or liquidate or dissolve or obligate itself to do so.
Competing Offers; Merger or Liquidation. The Shareholders agree that they will not, and the Shareholders will cause the Company not to, directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage discussions with, or the submissions of bids, offers or proposals by, any Person with respect to an acquisition of the Shares, and the Shareholders will not, and the Shareholders will not permit the Company to, engage any broker, financial adviser or consultant with an incentive to initiate or encourage proposals or offers from other parties. Furthermore, the Shareholders shall not, and the Shareholders shall not permit the 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 Buyer and its representatives, with a view to engaging, or preparing to engage, that Person with respect to any matters referenced in this Section. The Shareholders shall ensure that the Company shall not commence any proceeding to merge, consolidate or liquidate or dissolve or obligate itself to do so.
Competing Offers; Merger or Liquidation. Each of the Company and Buyer agrees it will not, and it shall use its best efforts to cause its Affiliates and each of its officers, directors, employees, representatives and agents not to, directly or indirectly, (a) encourage or solicit any inquiry concerning, or initiate any discussions or negotiations with any Person (other than the Company or Buyer, as the case may be) concerning, any merger, consolidation, sale of material assets, tender offer, recapitalization, purchase or accumulation of shares, proxy solicitation or other business combination involving the Company or Buyer, as the case may be, or any of its divisions (any of the foregoing, an "ACQUISITION PROPOSAL"), or (b) provide any non-public information concerning the business, properties or assets of the Company or Buyer, as the case may be, to any Person (other than the Company or Buyer, as the case may be) in connection with an Acquisition Proposal; provided however, that in the event Buyer receives any unsolicited inquiry concerning an Acquisition Proposal and, after consultation with counsel, is advised by its counsel that its board of directors has a fiduciary obligation to respond to such Acquisition Proposal in order for its directors to properly discharge their fiduciary obligations to the Buyer's stockholders, then the Buyer may respond to such Acquisition Proposal. In any event, the Company or Buyer, as the case may be, A-35
Competing Offers; Merger or Liquidation. (a) For a period of sixty (60) days from the date of execution of this Agreement, the Company and the Principal Shareholders agree that they will not, and the Principal Shareholders will cause the Company not to, directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage discussions with, or the submissions of bids, offers or proposals by, any Person with respect to an acquisition of the Company or its assets or capital stock or a merger or similar transaction, and the Company and the Principal Shareholders will not, and the Principal Shareholders will not permit the Company to, engage any broker, financial adviser or consultant with an incentive to initiate or encourage proposals or offers from other parties. Furthermore, for a period of sixty (60) days from the date of execution of this Agreement, the Company and the Shareholders shall not, and the Shareholders shall not permit the 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 Buyer and its representatives, with a view to engaging, or preparing to engage, that Person with respect to any matters referenced in this Section.
(b) The Principal Shareholders shall ensure that the Company shall not commence any proceeding to merge, consolidate or liquidate or dissolve or obligate itself to do so.
Competing Offers; Merger or Liquidation. The Company shall 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 Company or its assets or capital stock or a merger or similar transaction, and shall not engage any broker, financial adviser or consultant with an incentive to initiate or encourage proposals or offers from other parties. Furthermore, the Company 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 the Subsidiary and its representatives with a view to engaging, or preparing to engage, that Person with respect to any matters in this Section 9.9. The Company shall not commence any proceeding to merge, consolidate or liquidate or dissolve or obligate itself to do so.
Competing Offers; Merger or Liquidation. Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, neither Seller nor any of its Affiliates, officers, directors, representatives or agents will, without the prior written consent of Purchaser, (i) solicit, initiate, consider, encourage or accept any other proposals or submissions of bids or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the capital stock of Seller or assets of Seller, (B) to enter into any merger, consolidation or other business combination or similar transaction with Seller or the Operations or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to Seller or the Operations, (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing or (iii) commence any proceeding to merge, consolidate or liquidate or dissolve or obligate itself to do so. Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Seller shall notify Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Purchaser, indicate in reasonable detail the identity of Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Seller agrees not to release, without the prior written consent of Purchaser, any Person from, or waive any provision of, any confidentiality or standstill agreement to which Seller is a party.
