Competing Proposals. (a) Neither the Company nor any Member shall directly or indirectly, initiate, solicit, encourage or participate in any discussions or negotiations with, or provide any nonpublic information to, any person or entity concerning any potential offer (other than as described herein) to acquire the Company, the Business or any assets thereof or interests therein, or any other transaction or arrangement that would interfere with the transactions contemplated hereby (a "COMPETING PROPOSAL").
Competing Proposals. Seller shall promptly notify Purchaser of any expression of interest or offers received by Seller from any person relating to the purchase or acquisition of any of its stock or assets.
Competing Proposals. 37 4.13. Bonus Plan. ................................................................. 38 4.14. Best Efforts. ............................................................... 38 4.15. Further Assurances. ......................................................... 38
Competing Proposals. Since January 1, 2014, none of the Company, its subsidiaries or its Representatives has engaged in any negotiations with any Third Party or Representatives of any Third Party with respect to or in connection with any potential Competing Proposal, and, since January 1, 2014 through the date hereof, the Company and its subsidiaries have not been party to any confidentiality agreement, standstill agreement or other arrangement in connection with any Competing Proposal, except as set forth in Schedule 3.28 of the Company Disclosure Schedules.
Competing Proposals. Sellers will not initiate, and will not permit the Company to initiate, directly or indirectly, contact with any person or entity in an effort to solicit any takeover proposal, nor will any of them authorize any officer, director or employee of the Company, or any investment banker, attorney, accountant or any representative, to directly or indirectly initiate any such contact. As used in this Section 5.3, "takeover proposal" shall mean any proposal for an acquisition, merger or other business combination involving the Company or any of the Harley Subsidiaries or for the acquisition of a substantial equity interest therein or a substantial portion of any of their assets, other than the transaction contemplated by this Agreement. Further, the Sellers will not, and will not permit the Company to, directly or indirectly, cooperate or negotiate with, or furnish or cause to be furnished any non-public information concerning the Business, properties or assets to, any person or entity in connection with any takeover proposal. Sellers shall immediately notify Purchaser orally of, and confirm in writing, all relevant details relating to any takeover proposal which Sellers or the Company may receive. Sellers will use their best efforts to consummate the transactions contemplated in this Agreement on the Closing Date, and will, at or prior to Closing, take all necessary action to perform their obligations under this Agreement.
Competing Proposals. (a) Subject to the remainder of this Section 6.9, none of the Seller Parties or any of their respective subsidiaries shall, nor shall (directly or indirectly) any Seller Party authorize any of its or its subsidiaries’ officers, directors, Representatives or other intermediaries or subsidiaries to: (i) solicit, initiate or knowingly facilitate (it being understood and agreed that ministerial acts that are not otherwise prohibited by this Section 6.9 (such as answering unsolicited phone calls) shall not be deemed to “facilitate” for purposes of this Section 6.9) the submission of inquiries, proposals or offers from any Person (other than Purchaser and its affiliates) relating to any Competing Proposal, or agree to or recommend any Competing Proposal; (ii) enter into any agreement (x) to consummate any Competing Proposal, (y) to approve any Competing Proposal or (z) requiring it to abandon, terminate or fail to consummate the Transactions; (iii) enter into or participate in any discussions or negotiations in connection with any Competing Proposal or inquiry with respect to any Competing Proposal, or furnish any non-public information with respect to the Servicing Rights in connection with any Competing Proposal; or (iv) agree to resolve to take, or take, any of the actions prohibited by clause (i), (ii) or (iii) of this sentence. Each of Seller and Seller Parent shall immediately cease, and cause its respective Representatives and other intermediaries to immediately cease, any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to an Competing Proposal and shall immediately terminate access by all such parties and their Representatives to any online data room or portions thereof to the extent pertaining to the Servicing Rights. For purposes of this Section 6.9, the term “Person” includes any “group” as defined in Section 13(d) of the Exchange Act. Notwithstanding the foregoing, Seller and Seller Parent may, following the receipt of a Competing Proposal, contact the Person that has made such Competing Proposal to (i) clarify and understand the terms and conditions thereof solely to facilitate the Seller Parent Board’s determination of whether such Competing Proposal constitutes or would reasonably be expected to lead to, a Superior Proposal, and (ii) inform such Person of the existence of the provisions of this Section 6.9. Notwithstanding the foregoing or any other provision in this Agreement, nothing in...
Competing Proposals. From and after the date hereof until the earlier of the termination of this Agreement and the Effective Date, the Debtors shall immediately (i) cease and cause to be terminated any ongoing solicitation, discussions and negotiations with respect to an Alternative Transaction and (ii) not solicit any inquiries or proposals, or enter into any discussions, negotiations, understandings, arrangements or agreements, relating to an Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement, if the Company receives a proposal (including, for the avoidance of doubt, proposals made by the parties (other than the Company) to the Original Commitment Agreement) not solicited by the Company or any of its affiliates in violation of this Section 5(m) and the board of directors of the Company acting in good faith, reasonably believes, after consulting with legal counsel, that the following actions are necessary either to comply with its fiduciary duties under applicable Law, then the Company may, in response to such proposal: (i) furnish information concerning the business to the party making such proposal (and to such party’s representatives); (ii) participate in discussions and negotiations with such party (and with such party’s representatives) regarding such proposal or enter into understandings, arrangements or agreements with respect to such proposal, and (iii) take any other actions necessary to satisfy such duties; provided, that (A) the Company may only provide to the party making such proposal (and to such party’s advisors and representatives) access to no more information regarding the business than that made available to the Backstop Purchasers or their advisors and representatives, it being understood that the Company may provide to such party and its advisors and representative access to more information regarding the business than that made available to the Backstop Purchasers or their advisors and representatives so long as the Company provides such information to the Backstop Purchasers or their advisors and representatives within 24 hours of providing such information to such party, (B) the Company may only engage in discussions with the party making such proposal (and to such party’s representatives) subject to the requirement that the Company shall have first received an executed confidentiality agreement that is no more favorable to such party than the confidentiality agreement to which the Backstop Purchasers were sub...
Competing Proposals. (a) Brite shall not, directly or indirectly, initiate, solicit, encourage or participate in any discussions or negotiations with, or provide any nonpublic information to, any person or entity concerning any potential offer (other than as described herein) to acquire the Business or any assets thereof or interests therein, or any other transaction or arrangement that would interfere with the transactions contemplated hereby (a "COMPETING PROPOSAL");
Competing Proposals. (a) Except as contemplated by this Agreement, the Partnership will not, and it will cause its Representatives (including the Conflicts Committee) not to, directly or indirectly, (i) solicit the submission of any Competing Proposal, or (ii) participate in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, any Competing Proposal. Subject to the limitations in Section 7.7(b), nothing contained in this Agreement will prohibit the Partnership (or the Conflicts Committee) from furnishing any information to, or entering into or participating in discussions or negotiations with, any Person that makes an unsolicited written Competing Proposal which did not result from a breach of this Section 7.7 (a “Receiving Party”) if the Board or the Conflicts Committee determines, after consultation with its outside legal advisors and financial consultants, that such Competing Proposal could possibly lead to a Change in Recommendation.
Competing Proposals. (a) Except as otherwise provided in this Agreement, from the date of this Agreement until the Closing or, if earlier, the termination of this Agreement in accordance with its terms, Seller shall not, and Seller shall cause its Representatives not to, directly or indirectly, (i) solicit, discuss, knowingly encourage or facilitate, negotiate or accept any proposals, offers or inquiries from, or enter into any agreement, including any non-disclosure agreement, with, any Person other than Buyer (or its Affiliates) relating to or in connection with, or that could reasonably be expected to lead to, any Competing Proposal or (ii) have any discussions or negotiations with or provide any confidential information or data to any Person relating to a Competing Proposal, or engage in any negotiations concerning a Competing Proposal, or otherwise cooperate with or assist or participate in, or facilitate such inquiries, proposals, discussions or negotiations or any effort or attempt to make or effectuate a Competing Proposal; provided, that, notwithstanding the foregoing, the Seller shall be permitted to grant a waiver of or terminate any “standstill” or similar obligation of any Third Party with respect to the Seller or any of its Subsidiaries to allow such Third Party to submit a Competing Proposal. In furtherance of the foregoing, Seller will not disclose, or cause to be disclosed, any non-public information relating to Seller or the Devices & Services Business or afford access to the properties, books, records or representatives of Seller or the Devices & Services Business, to any Person (other than Buyer and its Representatives) concerning or in connection with a Competing Proposal.
