Competing Offers; Merger or Liquidation Sample Clauses
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 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 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 ECI 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 ECI or its assets or capital stock or a merger or similar transaction, and the Shareholders will not, and will not permit ECI 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 ECI 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 Semtech and its representatives with a view to engaging, or preparing to engage, that Person with respect to any matters in 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
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
(1) solicit, initiate or encourage
(i) discussions or negotiations with any person or entity, or
(ii) the submission of bids, offers or proposals by, any person or entity, or
(2) commence, continue or participate in discussions or negotiations with, or provide any information to, any person or entity, with respect to the acquisition in any manner of all or any part of the Division Assets or a joint venture or similar transaction involving all or any part of the Division Business (an "Alternative Proposal"). Subject to Section 7.7(b), Seller will not engage any investment banker, broker, financial advisor or other consultant on a basis which could reasonably be expected to provide such investment banker, broker, financial advisor or consultant with an incentive to initiate or encourage an Alternative Proposal from any person or entity.
(b) If and so long as Seller has complied in all material respects with its obligations under Section 7.7(a), if it receives an unsolicited Alternative Proposal then (1) Seller may discuss such Alternative Proposal with the party presenting such Alternative Proposal, participate in negotiations with respect to such Alternative Proposal with the party making such proposal and its representatives and provide information with respect to the Division to such party and its representatives, if and to the extent, but only to the extent, that the members of the Board reasonably believe, based upon the written advice of Winthrop, Stimson, Putnxx & Xobexxx, Xxller's counsel, that the directors of Seller are under a fiduciary obligation to so cooperate with such party, (2) Seller shall promptly notify Purchaser orally and in writing of the receipt of any such Alternative Proposal and such discussions, negotiations and provision of information, and (3) Seller may engage an investment banking firm or other financial advisor to assist it in connection with such Alternative Proposal discussions and negotiations.
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. 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 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, 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. Shareholders shall ensure that the Company shall not commence any proceeding to merge, consolidate or liquidate or dissolve or obligate itself to do so.