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, except as permitted by Section 6.2 hereof, 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 discussions of any type 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. In the event Shareholders breach this provision, they agree that Purchaser, among other remedies that may be available to it, shall be entitled to an injunctive relief.
Competing Offers; Merger or Liquidation. The Company agrees that it will 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 will 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 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
Competing Offers; Merger or Liquidation. (a) From the date hereof through the earlier to occur of the termination of this Agreement and the Effective Date: (i) the Company shall not, directly or indirectly, through any officer, director, agent or otherwise (A) encourage, solicit, respond to any solicitation or inquiry concerning, initiate, engage, or participate in any discussions or negotiations with any Person (other than the Buyer) 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 any division of the Company or (B) provide any non-public information concerning the business, properties or assets of the Company to any Person (other than the Buyer); (ii) the Company shall notify the Buyer of, and shall disclose to the Buyer the material details of, any inquiries after the date hereof of the nature described in the first sentence of this paragraph; and (iii) the Company will not engage any broker, financial advisor or other consultant on a basis which might provide such broker, financial advisor or consultant with an incentive to initiate or encourage proposals or offers from other parties with respect to the Company, the Company's Shares or the Company's assets or any interest therein.
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 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 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 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. Section 2 of the Letter of Intent (Exclusivity) shall survive the execution and delivery of this Agreement. Each Shareholder agrees to be bound by the terms of Section 2 of the Letter of Intent as though the Shareholder was an original party to the Letter of Intent.
Competing Offers; Merger or Liquidation. The Company --------------------------------------- shall not, directly or indirectly, through any officer, director, agent or otherwise (a) solicit, respond to any solicitation or inquiry concerning, initiate, engage, or participate in any discussions or negotiations with any Person (other than Buyer) concerning, any merger, consolidation, sale of material assets, tender offer, recapitalization, purchase or accumulation of Shares, proxy solicitation or other business
Competing Offers; Merger or Liquidation. (a) Seller agrees that it will not, directly or indirectly, through any officer, director, employee, accountant, attorney, agent or otherwise, take any action to
