Competing Transaction Proposals. (i) The Company shall not, and shall cause its subsidiaries and its and its subsidiaries’ Representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage, knowingly induce or knowingly facilitate (including by providing non-public information relating to the Company and its subsidiaries) the making of any Competing Transaction Proposal or any inquiry, offer or proposal that would reasonably be expected to lead to a Competing Transaction Proposal; (ii) engage or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential or nonpublic information or data to, any Person in connection with, relating to or for the purpose of encouraging or facilitating a Competing Transaction Proposal or any inquiry, offer or proposal that would reasonably be expected to lead to a Competing Transaction Proposal; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Competing Transaction Proposal; or (iv) execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar written or oral agreement relating to any Competing Transaction Proposal (each, a “Competing Transaction Agreement”), and the Company shall not resolve or agree to do any of the foregoing. Without limiting the foregoing, it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representatives of the Company or any of its subsidiaries shall be a breach of this Section 6.1 by the Company. (ii) For purposes of this Agreement, “Competing Transaction Proposal” means any proposal or offer from any Person or group of Persons (other than Parent) relating to any business combination, sale transaction or similar transaction that involves the sale or disposition, directly or indirectly, of the Purchased Assets or any material portion thereof (whether by merger, consolidation, dissolution, liquidation, recapitalization, reorganization, share exchange, business combination, purchase or other similar transaction); provided, however, that any transaction in which any remaining obligations of the Company under this Agreement, the Transition Services Agreement and the Transitional Trademark License Agreement will be assumed (including by operation of Law, if applicable) shall not be considered a Competing Transaction Proposal.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Rite Aid Corp), Asset Purchase Agreement (Walgreens Boots Alliance, Inc.), Asset Purchase Agreement (Walgreens Boots Alliance, Inc.)
