Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective Affiliates); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA reasonably informed on a current basis of any modifications to such offer or information. (b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties shall not, and each of them shall cause their Representatives not to, (i) solicit or initiate or enter into, directly or indirectly, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYA), any ARYA Acquisition Proposal, (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA Acquisition Proposal, (iii) enter into any Contract, arrangement or understanding regarding an ARYA Acquisition Proposal, or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX agrees to (A) notify the Company promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition Proposal, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 2 contracts
Samples: Business Combination Agreement (Adagio Medical Holdings, Inc.), Business Combination Agreement (ARYA Sciences Acquisition Corp IV)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX HighCape promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA HighCape reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA HighCape Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a HighCape Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a HighCape Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a HighCape Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of any HighCape Party (or any Affiliate or successor of any HighCape Party); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX HighCape agrees to (A) notify the Company promptly upon receipt of any HighCape Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalHighCape Party, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA HighCape Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 2 contracts
Samples: Business Combination Agreement (HighCape Capital Acquisition Corp.), Business Combination Agreement (HighCape Capital Acquisition Corp.)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective Affiliates); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX CBRG promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA CBRG reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA CBRG Parties shall not, and each of them shall cause their Representatives not to, (i) solicit or initiate or enter into, directly or indirectly, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYACBRG), any ARYA CBRG Acquisition Proposal, (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a CBRG Acquisition Proposal, (iii) enter into any Contract, arrangement or understanding regarding an ARYA a CBRG Acquisition Proposal, or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX CBRG agrees to (A) notify the Company promptly upon receipt by any ARYA CBRG Party of any written offer or proposal that ARYA CBRG reasonably determines represents an ARYA a CBRG Acquisition Proposal, and to describe the material terms and conditions of any such ARYA CBRG Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA CBRG Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA CBRG Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA CBRG Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 2 contracts
Samples: Business Combination Agreement (Chain Bridge I), Business Combination Agreement (Alterola Biotech Inc.)
Exclusive Dealing. (a) From The Seller hereby agrees that from and after the date of this Agreement hereof and until the earlier of the Closing or the termination of this Agreement in accordance with its termsthe terms hereof, neither the Seller nor the Company nor any of their Affiliates or representatives (other than with respect to the Buyer) shall (and the Seller shall take all action necessary to ensure that none of the Company or its or their Affiliates or representatives), directly or indirectly:
(i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any direct or indirect acquisition or purchase of all or any portion of the capital stock or other equity or ownership interest of the Company or assets of the Company, other than inventory to be sold in the ordinary course of business consistent with past practice, (B) to enter into any merger, consolidation, exchange or other business combination relating to the Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company; or
(ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any 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.
(b) The 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. The Seller shall notify the Buyer promptly, but in any event within twenty-four (24) hours, orally and in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made. The Seller shall not, and shall cause the Company not to, release any Person from, or waive any provision of, any confidentiality agreement to which the Seller or the Company is a party, without the prior written consent of the Buyer. In addition, the Seller shall, as soon as practicable following the date hereof, cause the Persons (other Group Companies than Parent, its Affiliates and its and their respective Representatives not to, directly or indirectly: (irepresentatives) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than who received Confidential Information in connection with this Agreement, the Ancillary Documents or sale process that led to the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective Affiliates); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing to return or the termination of this Agreement destroy all Confidential Information in accordance with its terms, the ARYA Parties shall not, and each of them shall cause their Representatives not to, (i) solicit or initiate or enter into, directly or indirectly, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYA), any ARYA Acquisition Proposal, (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA Acquisition Proposal, (iii) enter into any Contract, arrangement or understanding regarding an ARYA Acquisition Proposal, or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX agrees to (A) notify the Company promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition Proposal, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6possession.
Appears in 2 contracts
Samples: Membership Interests Purchase Agreement, Membership Interests Purchase Agreement (Uniti Group Inc.)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX Longview promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA Longview reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Longview Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a Longview Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA Longview Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA Longview Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of any Longview Party (or any Affiliate or successor of any Longview Party); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX Longview agrees to (A) notify the Company promptly upon receipt of any Longview Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalLongview Party, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Longview Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Longview Acquisition Corp. II)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing Effective Time or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies not to, and shall cause its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX SPAC promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA SPAC reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA SPAC Parties shall not, and each of them shall cause their its Representatives not to, directly or indirectly: (i) solicit or initiate or enter intoknowingly solicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a SPAC Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a SPAC Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a SPAC Acquisition Proposal, ; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX SPAC agrees to (A) notify the Company promptly upon receipt of any SPAC Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalSPAC Party, and to describe the material terms and conditions of any such ARYA SPAC Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA SPAC Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 7.6 shall not prohibit the Company, any ARYA SPAC Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 7.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA SPAC Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.67.6.
Appears in 1 contract
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX Sandbridge promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA Sandbridge reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Sandbridge Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a Sandbridge Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a Sandbridge Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a Sandbridge Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of any Sandbridge Party (or any Affiliate or successor of any Sandbridge Party); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX Sandbridge agrees to (A) notify the Company promptly upon receipt of any Sandbridge Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalSandbridge Party, and to describe the material terms and conditions of any such ARYA Sandbridge Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Sandbridge Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Sandbridge Acquisition Corp)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company Seller shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing non-public information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company Seller agrees to (A) notify XXXX JAWS promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA JAWS reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties JAWS shall not, and each of them shall cause their its Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing non-public information), knowingly facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a JAWS Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a JAWS Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a JAWS Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of JAWS (or any Affiliate or successor of JAWS); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX JAWS agrees to (A) notify the Company Seller promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA JAWS Acquisition ProposalProposal by JAWS, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA JAWS Acquisition Proposal) and (B) keep the Company Seller reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Jaws Acquisition Corp.)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public nonpublic information to any Person in connection with, or that could would reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection make any filings with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps SEC in connection with a public offering of any Equity Securities or other securities of any Group the Company (or any Affiliate Subsidiary or successor of any Group Company or any of their respective Affiliatesthe Company); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person (other than Plum or Merger Subs) to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX Plum promptly (within 24 hours) upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group the Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) ), and (B) keep ARYA Plum reasonably informed on a current basis (within 24 hours) of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties Plum shall not, and each of them shall cause their its Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a Plum Acquisition Proposal, ; (ii) furnish or disclose any non-public nonpublic information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a Plum Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a Plum Acquisition Proposal, ; (iv) make any filings with the SEC in connection with a public offering of any Equity Securities or other securities of Plum (or any Subsidiary or successor of Plum); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person (other than the Company) to do or seek to do any of the foregoing. XXXX Plum agrees to (A) notify the Company promptly (within 24 hours) upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Plum Acquisition Proposal, and to describe the material terms and conditions of any such ARYA Plum Acquisition Proposal in reasonable detail (including the identity of any person or entity the Person making such ARYA Plum Acquisition Proposal) ), and (B) keep the Company reasonably informed on a current basis (within 24 hours) of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Plum Acquisition Corp. I)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing non-public information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX SilverBox promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA SilverBox reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties SilverBox shall not, and each of them shall cause their its Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing non-public information), knowingly facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a SilverBox Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a SilverBox Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a SilverBox Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of SilverBox (or any Affiliate or successor of SilverBox); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX agrees to (A) notify the Company promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition Proposal, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Silverbox Engaged Merger Corp I)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing Effective Time or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX SOAC promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA SOAC reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA SOAC Parties shall not, and each of them shall cause their its Representatives not to, directly or indirectly: (i) solicit or initiate or enter intoknowingly solicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a SOAC Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a SOAC Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a SOAC Acquisition Proposal, ; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX SOAC agrees to (A) notify the Company promptly upon receipt of any SOAC Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalSOAC Party, and to describe the material terms and conditions of any such ARYA SOAC Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA SOAC Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA SOAC Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA SOAC Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Sustainable Opportunities Acquisition Corp.)
Exclusive Dealing. (a) From During the period from the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsSection 11.1, the Company Parent shall not, and shall cause the other Group Transferred Companies and its and their respective Representatives not to, directly or indirectlytake, nor shall Parent permit any of its controlled Affiliates to: (i) solicit, initiateinitiate discussions or engage in negotiations with, or knowingly encourage proposals, expressions of interest, offers or inquiries from, any Person (including whether such negotiations are initiated by means Xxxxxx, a Transferred Company, a controlled Affiliate of furnishing Parent, a third party or disclosing informationotherwise), knowingly facilitateother than Purchaser, discuss its Affiliates, or negotiatetheir respective Representatives, directly relating to the possible acquisition of any material portion of the equity or indirectlyassets of the Transferred Companies or the Business (whether by way of merger, any inquirypurchase of equity, proposal purchase of assets, loan or offer otherwise) (written or oral) with respect to a Company an “Acquisition ProposalTransaction”); (ii) furnish or disclose any provide non-public information or documentation with respect to the Transferred Companies or the Business to any Person in connection withPerson, other than Purchaser, its Affiliates, or that could reasonably be expected their respective Representatives, relating to lead to, a Company an Acquisition ProposalTransaction; or (iii) enter into any Contractletter of intent, arrangement agreement or understanding regarding a Company Acquisition Proposal; (iv) with any Person, other than Purchaser, its Affiliates, or their respective Representatives relating to an Acquisition Transaction; provided, that, notwithstanding the foregoing, for the avoidance of doubt, nothing in this Section 6.16 shall prohibit or restrict, and an Acquisition Transaction shall not include, any transaction involving the sale of assets or equity of Parent, including a change of Control of Parent or the sale of a majority of the equity securities or assets of Parent to one or more unaffiliated third parties.
(b) Parent shall, and shall cause the Transferred Companies and Parent’s controlled Affiliates and shall direct their respective Representatives to, (i) immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person (other than Purchaser, its Affiliates and their Representatives) with respect to any proposed Acquisition Transaction and (ii) immediately revoke or withdraw access of any Person (other than Purchaser, its Affiliates and their Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Transferred Companies or the Business in connection with this Agreementan Acquisition Transaction and request from each Person (other than Purchaser, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps its Affiliates and their Representatives) who has received non-public information in connection with a proposed Acquisition Transaction the prompt return or destruction of all such non-public offering of any Equity Securities information with respect to the Transferred Companies or other securities of any Group Company the Business previously provided to such Person in connection with a proposed Acquisition Transaction.
(or any Affiliate or successor of any Group Company c) Parent shall promptly notify Purchaser orally and in writing after receipt by Parent, the Transferred Companies or any of their respective Affiliates); Affiliates or (v) otherwise cooperate in any way withRepresentatives, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company of an Acquisition Proposal by any Group Company, and to Transaction. Such notice shall describe the material terms and conditions of such proposed Acquisition Transaction. Parent shall keep Purchaser reasonably informed of the status and details of any such Company proposed Acquisition Proposal in reasonable detail Transaction (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA reasonably informed on a current basis of any modifications changes to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties shall not, and each of them shall cause their Representatives not to, (i) solicit or initiate or enter into, directly or indirectly, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYA), any ARYA Acquisition Proposal, (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA Acquisition Proposal, (iii) enter into any Contract, arrangement or understanding regarding an ARYA Acquisition Proposal, or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX agrees to (A) notify the Company promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition Proposal, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6other material developments).
Appears in 1 contract
Exclusive Dealing. (a) The Company shall immediately cease and cause to be terminated all existing discussions and negotiations with any parties with respect to any proposal that constitutes or may be reasonably expected to constitute or lead to a Company Acquisition Proposal. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company Parties shall not, and shall cause the other Group Companies not to, and shall not authorize or permit their respective Representatives to, and shall use their reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company or Merger Sub (or any Affiliate or successor of any Group Company or any of their respective AffiliatesMerger Sub); (v) waive or otherwise forbear in the enforcement of any rights or other benefits under confidential information agreements relating to a Company Acquisition Proposal, including without limitation any “standstill” or similar provisions thereunder, or (vvi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX SPAC promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group CompanyCompany or Merger Sub, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA SPAC reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties SPAC shall not, and each of them shall cause their its Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a SPAC Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a SPAC Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a SPAC Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of SPAC (or any Affiliate or successor of SPAC); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX SPAC agrees to (A) notify the Company promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA SPAC Acquisition ProposalProposal by SPAC, and to describe the material terms and conditions of any such ARYA SPAC Acquisition Proposal in reasonable detail (including the identity of any person or entity Person making such ARYA SPAC Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For The transfer of the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this SPAC Evaluation Material pursuant to Section 5.6 5.19 shall not prohibit violate the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation terms of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.65.6(b).
Appears in 1 contract
Samples: Business Combination Agreement (Software Acquisition Group Inc. II)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing non-public information), knowingly facilitate, discuss with any third party or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could would reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any controlled Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX AJAX promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA AJAX reasonably informed on a current prompt basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA AJAX Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing non-public information), knowingly facilitate, discuss with any ARYA third party or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to an AJAX Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could would reasonably be expected to lead to, an ARYA AJAX Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA AJAX Acquisition Proposal, ; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX agrees to .
(Ac) notify the Company promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition Proposal, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA AJAX Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA AJAX Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing informationinformation in connection with a Company Acquisition Proposal), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could would reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX CHP promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA CHP reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA CHP Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any furnishing or disclosing information to any other potential business combination target of ARYAin connection with a CHP Acquisition Proposal), facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a CHP Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could would reasonably be expected to lead to, an ARYA a CHP Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a CHP Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of any CHP Party (or any Affiliate or successor of any CHP Party); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX CHP agrees to (A) notify the Company promptly upon receipt of any CHP Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalCHP Party, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA CHP Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Exclusive Dealing. (a) From Except as expressly permitted by the terms of this Agreement, from the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing non-public information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group the Company (or any Affiliate or successor of any Group Company or any of their respective Affiliatesthe Company); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX Parent promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group the Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA Parent reasonably informed on a current basis of any modifications to such offer or information. The Company shall immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons (other than Parent) conducted prior to or as of the date hereof by the Company, and will cause its Representatives to cease and cause to be terminated any and all existing activities, discussions or negotiations, that would reasonably be expected to lead to a Company Acquisition Proposal, and shall, as promptly as practicable, terminate access by each such Person and its Representatives to any online or other data rooms containing any non-public information in respect of the Company or any of its Subsidiaries for the purpose of permitting such Persons to evaluate a potential Company Acquisition Proposal. For clarity, any actions taken by any of the Representatives of the Company on behalf of the Company that are inconsistent with this Section 5.7(a) will be deemed to be a breach of this Section 5.7(a) by the Company.
(b) From Except as expressly permitted by the terms of this Agreement, from the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parent Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing non-public information), knowingly facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a Parent Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a Parent Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a Parent Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of any Parent Party (or any Affiliate or successor of any Parent Party); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX Parent agrees to (A) notify the Company promptly upon receipt of any Parent Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalParent Party, and to describe the material terms and conditions of any such ARYA Parent Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Parent Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubtParent shall immediately cease and cause to be terminated any and all existing activities, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit discussions or negotiations with any Persons (other than with the Company) conducted prior to or as of the date hereof by any of the Parent Parties, and will cause its Representatives to cease and cause to be terminated any ARYA Party and all existing activities, discussions or negotiations, that would reasonably be expected to lead to a Parent Acquisition Proposal, and shall, as promptly as practicable, terminate access by each such Person and its Representatives to any online or other data rooms containing any non-public information in respect of Parent or any of their respective Representatives from taking its Subsidiaries for the purpose of permitting such Persons to evaluate a potential Parent Acquisition Proposal. For clarity, any actions in taken by any of the ordinary course Representatives of Parent on behalf of Parent that are not otherwise in violation inconsistent with this Section 5.7(b) will be deemed to be a breach of this Section 5.6 (such as answering phone calls5.7(b) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6by Parent.
Appears in 1 contract
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and instruct and use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX CHFW promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA CHFW reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA CHFW Parties shall not, and each of them shall instruct and use reasonable best efforts to cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a CHFW Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a CHFW Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a CHFW Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of any CHFW Party (or any Affiliate or successor of any CHFW Party); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX CHFW agrees to (A) notify the Company promptly upon receipt of any CHFW Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalCHFW Party, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA CHFW Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Consonance-HFW Acquisition Corp.)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the each Company Party shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Each Company Party agrees to (A) notify XXXX Parent promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA reasonably Parent informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parent Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a Parent Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a Parent Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a Parent Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of any Parent Party (or any Affiliate or successor of any Parent Party) other than the Transactions; or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX Parent agrees to (A) notify the Company Parties promptly upon receipt of any Parent Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalParent Party, and to describe the material terms and conditions of any such ARYA Parent Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Parent Acquisition Proposal) and (B) keep the Company reasonably Parties informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Digital Health Acquisition Corp.)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take make any steps filings with the SEC in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person (other than the Tailwind Parties) to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX Tailwind promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA Tailwind reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Tailwind Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a Tailwind Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a Tailwind Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a Tailwind Acquisition Proposal, ; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person (other than any Group Company) to do or seek to do any of the foregoing. XXXX Tailwind agrees to (A) notify the Company promptly upon receipt of any Tailwind Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalTailwind Party, and to describe the material terms and conditions of any such ARYA Tailwind Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Tailwind Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Tailwind Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Tailwind Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Tailwind Acquisition Corp.)
Exclusive Dealing. (a) From the date of this the Original Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection make any filings with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps SEC in connection with a public offering of any Equity Securities or other securities of any Group the Company (or any Affiliate or successor of any Group Company or any of their respective Affiliatesthe Company); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person (other than the Atlas Parties) to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX Atlas promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group the Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA Atlas reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this the Original Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Atlas Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to an Atlas Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA Atlas Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA Atlas Acquisition Proposal, ; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person (other than the Company) to do or seek to do any of the foregoing. XXXX Atlas agrees to (A) notify the Company promptly upon receipt of any Atlas Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalAtlas Party, and to describe the material terms and conditions of any such ARYA Atlas Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Atlas Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Atlas Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Atlas Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Atlas Crest Investment Corp.)
Exclusive Dealing. (a) The Company shall immediately cease and cause to be terminated all existing discussions and negotiations with any parties with respect to any proposal that constitutes or may be reasonably expected to constitute or lead to a Company Acquisition Proposal. The Company shall terminate any data room access of any such parties and shall request the prompt return or destruction of all confidential information previously furnished in connection therewith. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company Parties shall not, and shall cause the other Group Companies not to, and shall not authorize or permit their respective Representatives to and will direct such Representatives not to, and shall use their reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, engage, or participate in, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) approve, recommend or enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company or Merger Sub (or any Affiliate or successor of any Group Company or any of their respective AffiliatesMerger Sub); (v) waive or otherwise forbear in the enforcement of any rights or other benefits under confidential information agreements relating to a Company Acquisition Proposal, including without limitation any “standstill” or similar provisions thereunder, or (vvi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX SPAC promptly (and in any event within three (3) Business Days) upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group CompanyCompany or Merger Sub, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA SPAC reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties SPAC shall not, and each of them shall cause their not authorize or permit its Representatives to and will direct such Representatives not to, (i) solicit or initiate or enter intoand shall use its reasonable best efforts to cause its Representatives not to, directly or indirectly: (i) solicit, discussionsinitiate, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), knowingly facilitate, engage, participate in, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a SPAC Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a SPAC Acquisition Proposal, ; (iii) approve, recommend or enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a SPAC Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of SPAC (or any Subsidiary or successor of SPAC); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX SPAC agrees to (A) notify the Company promptly (and in any event within three (3) Business Day) upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA SPAC Acquisition ProposalProposal by SPAC, and to describe the material terms and conditions of any such ARYA SPAC Acquisition Proposal in reasonable detail (including the identity of any person or entity Person making such ARYA SPAC Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For The transfer of the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this SPAC Evaluation Material pursuant to Section 5.6 5.16 shall not prohibit violate the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation terms of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.65.06(b).
Appears in 1 contract
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, each of the Company Company, TopCo, Merger Sub and SISH shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could would reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection make any filings with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps SEC in connection with a public offering of any Equity Securities or other securities of any Group the Company (or any Affiliate or successor of any Group Company or any of their respective Affiliatesthe Company); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person (other than Yucaipa) to do or seek to do any of the foregoingforegoing or seek to circumvent this Section 9.04(a) or further a Company Acquisition Proposal. The Company agrees to (A) notify XXXX Yucaipa promptly (within 24 hours) upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group the Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA reasonably Yucaipa fully informed on a current basis (within 24 hours) of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties Yucaipa shall not, and each of them shall cause their its Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a Yucaipa Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could would reasonably be expected to lead to, an ARYA a Yucaipa Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a Yucaipa Acquisition Proposal, ; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person (other than the Company) to do or seek to do any of the foregoingforegoing or seek to circumvent this Section 9.04(b) or further a Yucaipa Acquisition Proposal. XXXX Yucaipa agrees to (A) notify the Company promptly (within 24 hours) upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Yucaipa Acquisition Proposal, and to describe the material terms and conditions of any such ARYA Yucaipa Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Yucaipa Acquisition Proposal) and (B) keep the Company reasonably fully informed on a current basis (within 24 hours) of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Yucaipa Acquisition Corp)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its termsand the Closing Date, Seller and the Company shall not, and shall cause each of the other Group Companies Company’s Subsidiaries and its and each of their respective Representatives representatives, officers, directors, equity holders, Affiliates or agents not to, directly or indirectly: , (i) solicit, initiate, initiate or knowingly encourage (including by means the submission of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose from any non-public information third party relating to any Person in connection withdirect or indirect, merger, consolidation, reorganization, acquisition of any equity interests in, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, arrangement all or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreementsubstantially all of the assets of, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective Affiliatesits Subsidiaries (including any acquisition structured as a merger, consolidation or exchange) (any such proposal or offer, an “Acquisition Proposal”); , (ii) conduct, participate or continue any discussions or negotiations with any other Person concerning, or furnish or cause to furnish any information with respect to, any Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (iv) execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement with any third party relating to any Acquisition Proposal or (v) otherwise cooperate in any way with, resolve to propose or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek agree to do any of the foregoing. The Without limiting the generality of the foregoing, Seller and the Company agrees to shall and shall cause each of the Company’s Subsidiaries to, and shall cause each of their respective representatives, officers, directors, equity holders, Affiliates or agents to, (A) notify XXXX promptly upon receipt of immediately cease and cause to be terminated any written offer existing discussions or proposal that negotiations with any Person, conducted prior to the Company reasonably determines represents a Company date hereof with respect to any Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA reasonably informed on a current basis promptly notify Buyer in writing of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing inquiries or the termination making of this Agreement in accordance with its terms, the ARYA Parties shall not, and each of them shall cause their Representatives not to, (i) solicit any proposal that constitutes or initiate or enter into, directly or indirectly, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYA), any ARYA Acquisition Proposal, (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, to an ARYA Acquisition Proposal, (iii) enter into any Contract, arrangement or understanding regarding an ARYA Acquisition Proposal, or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX agrees to (A) notify the Company promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition Proposal, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Infrastructure & Energy Alternatives, Inc.)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing Effective Time or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX SPAC promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA SPAC reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties SPAC shall not, and each of them shall cause their its Representatives not to, directly or indirectly: (i) solicit or initiate or enter intoknowingly solicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a SPAC Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a SPAC Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a SPAC Acquisition Proposal, ; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX SPAC agrees to (A) notify the Company promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA SPAC Acquisition ProposalProposal by SPAC, and to describe the material terms and conditions of any such ARYA SPAC Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA SPAC Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 5.7 shall not prohibit the Company, any ARYA Party SPAC or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 5.7 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA SPAC Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.65.7.
Appears in 1 contract
Samples: Business Combination Agreement (Genesis Growth Tech Acquisition Corp.)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause Merger Sub, the other Group Companies and its and their respective officers and directors to not and shall use its reasonable best efforts to cause the other Representatives not toof Merger Sub and the Group Companies to not, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information)induce, knowingly encourage, knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding (whether or not binding) regarding a Company Acquisition Proposal; (iv) other than in connection make any filings or submissions with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps SEC in connection with a public offering of any Equity Securities Securities, or other securities securities, of any Group Company (or any Affiliate or successor of any Group Company or any of their respective Affiliates)Company; or (v) otherwise cooperate in any way with, or assist or participate inin any negotiations or discussions with, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do in connection with any Company Acquisition Proposal or seek to do any a transaction of the foregoingtype in clause (iv) (other than to inform such Person of the existence of the Company’s obligations under this Section 6.7(a)). The Company agrees to (Ai) notify XXXX IIAC promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group the Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (Bii) keep ARYA IIAC reasonably informed on a current basis of any material modifications to such offer or informationinformation (including if such offer is withdrawn).
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties IIAC shall not, and each of them shall cause its officers and directors to not, shall cause the Sponsor and its controlled Affiliates to not, and shall use their reasonable best efforts to cause its and their Affiliates and the other Representatives not toof IIAC and the Sponsor and their controlled Affiliates to not, directly or indirectly: (i) solicit solicit, initiate, knowingly induce, knowingly encourage, knowingly facilitate, discuss or initiate or enter intonegotiate, directly or indirectly, discussionsany inquiry, negotiations proposal or transactions with respect offer (written or oral) that constitutes, or could reasonably be expected to lead to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYA), any ARYA an IIAC Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA IIAC Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding (whether or not binding) regarding an ARYA IIAC Acquisition Proposal; (iv) make any filings or submissions with the SEC in connection with a public offering of any Equity Securities, or other securities, of IIAC, other than any such filings or submissions in connection with the transactions contemplated by this Agreement or the Ancillary Documents; or (ivv) otherwise cooperate in any way with, or assist or participate inin any negotiations or discussions with, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do in connection with any IIAC Acquisition Proposal or seek to do any a transaction of the foregoingtype in clause (iv) (other than to inform such Person of the existence of IIAC’s obligations under this Section 6.7(b)). XXXX IIAC agrees to (Ai) notify the Company promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA IIAC Acquisition ProposalProposal by IIAC, and to describe the material terms and conditions of any such ARYA IIAC Acquisition Proposal in reasonable detail (including the identity of any person or entity the Persons making such ARYA IIAC Acquisition Proposal) and (Bii) keep the Company reasonably informed on a current basis of any material modifications to such offer or information. For the avoidance of doubt, it information (including if such offer is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6withdrawn).
Appears in 1 contract
Samples: Business Combination Agreement (Investindustrial Acquisition Corp.)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-non- public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX ARYA promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to an ARYA Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of any ARYA Party (or any Affiliate or successor of any ARYA Party); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX ARYA agrees to (A) notify the Company promptly upon receipt of any ARYA Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalParty, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Cerevel Therapeutics Holdings, Inc.)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection make any filings with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps SEC in connection with a public offering of any Equity Securities or other securities of any Group the Company (or any Affiliate or successor of any Group Company or any of their respective Affiliatesthe Company); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person (other than the Atlas Parties) to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX Atlas promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group the Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA Atlas reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Atlas Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to an Atlas Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA Atlas Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA Atlas Acquisition Proposal, ; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person (other than the Company) to do or seek to do any of the foregoing. XXXX Atlas agrees to (A) notify the Company promptly upon receipt of any Atlas Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalAtlas Party, and to describe the material terms and conditions of any such ARYA Atlas Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Atlas Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Atlas Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Atlas Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Atlas Crest Investment Corp.)
Exclusive Dealing. (a) The Company shall immediately cease and cause to be terminated all existing discussions and negotiations with any parties with respect to any proposal that constitutes or may be reasonably expected to constitute or lead to a Company Acquisition Proposal. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company Parties shall not, and shall cause the other Group Companies not to, and shall not authorize or permit their respective Representatives to, and shall use their reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could would reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company or Merger Sub (or any Affiliate or successor of any Group Company or any of their respective AffiliatesMerger Sub); (v) waive or otherwise forbear in the enforcement of any rights or other benefits under confidential information agreements relating to a Company Acquisition Proposal, including without limitation any “standstill” or similar provisions thereunder, or (vvi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties SPAC shall not, and each of them shall cause their its Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a SPAC Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could would reasonably be expected to lead to, an ARYA a SPAC Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a SPAC Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of SPAC (or any Affiliate or successor of SPAC); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX agrees to (A) notify the Company promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition Proposal, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.TABLE OF CONTENTS
Appears in 1 contract
Exclusive Dealing. (a) From During the period from the date of this Agreement until to the earlier of the Closing or and the termination of this Agreement in accordance with its termsArticle 9, the Company Seller shall not, and shall cause each of the Company and the Company Subsidiaries, its other Group Companies and its Affiliates and their respective Representatives not to, directly or indirectly: , (a) (i) solicit, initiate, knowingly solicit or encourage (including by means the submission of furnishing any proposals or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) offers with respect to a Company Acquisition Proposal; to, (ii) furnish participate in any discussions or disclose any non-public information to any Person in connection withnegotiations regarding or relating to, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, arrangement letter of intent or understanding regarding a agreement in principle with any third party relating to, (A) any direct or indirect acquisition of any assets of the Company Acquisition Proposal; (ivincluding equity securities of the Company Subsidiaries) or any Equity Interests of the Company, other than those transactions that would not constitute a breach of Section 7.1(b) or Section 7.1(c) if taken without the Buyer’s consent, or (B) a merger, amalgamation, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary, in connection each case, through a single transaction or a series of related transactions (each of the foregoing transactions or series of transactions, an “Acquisition Transaction”), or (b) assist any third party in preparing or soliciting an offer relating in any way to an Acquisition Transaction (in each case other than with this Agreement, the Ancillary Documents or respect to the transactions contemplated hereby by this Agreement). The Seller shall, and shall cause the Company and the Company Subsidiaries and their respective Representatives to, immediately cease any activities, discussions or therebynegotiations that are ongoing, prepare request the prompt return or take any steps in connection with a public offering destruction of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective Affiliates); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, documents and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties shall not, and each of them shall cause their Representatives not to, (i) solicit or initiate or enter into, directly or indirectly, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYA), any ARYA Acquisition Proposal, (ii) furnish or disclose any non-public information provided to any Person in connection withwith such discussions, or that could reasonably be expected and terminate access to lead to, an ARYA any data rooms previously provided to any third parties in connection with any Acquisition Proposal, (iii) enter into any Contract, arrangement or understanding regarding an ARYA Acquisition Proposal, or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoingTransaction. XXXX agrees to (A) The Seller shall immediately notify the Company promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition Proposal, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, Buyer of the existence of any proposal or inquiry received by the covenants Company and agreements contained in this Section 5.6the Company Subsidiaries or their respective Representatives after the date hereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (Wanda Sports Group Co LTD)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing non-public information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group the Company (or any Affiliate or successor of any Group Company or any of their respective Affiliatesthe Company); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX JAWS promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group the Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition ProposalProposal unless disclosure of the identity of such Persons would violate any confidentiality agreement in effect on the date of this Agreement) and (B) keep ARYA JAWS reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA JAWS Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing non-public information), knowingly facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a JAWS Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a JAWS Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a JAWS Acquisition Proposal, ; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX JAWS agrees to (A) notify the Company promptly upon receipt of any JAWS Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalJAWS Party, and to describe the material terms and conditions of any such ARYA JAWS Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA JAWS Acquisition ProposalProposal unless disclosure of the identity of such Persons would violate any confidentiality agreement in effect on the date of this Agreement) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (JAWS Spitfire Acquisition Corp)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX Capstar promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA Capstar reasonably informed on a current basis of any modifications to such offer or information. The Company shall immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons (other than Capstar) conducted prior to or as of the date hereof by the Company or any of its Subsidiaries, and will cause the other Group Companies and its and their respective Representatives to cease and cause to be terminated any and all existing activities, discussions or negotiations, that would reasonably be expected to lead to a Company Acquisition Proposal, and shall, as promptly as practicable, terminate access by each such Person and its Representatives to any online or other data rooms containing any non-public information in respect of the Company or any of its Subsidiaries for the purpose of permitting such Persons to evaluate a potential Company Acquisition Proposal. For clarity, any actions taken by any of the Representatives of the Group Companies that are inconsistent with this Section 5.7(a) will be deemed to be a breach of this Section 5.7(a) by the Group Companies.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Capstar Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a Capstar Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a Capstar Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a Capstar Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of any Capstar Party (or any Affiliate or successor of any Capstar Party); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX Capstar agrees to (A) notify the Company promptly upon receipt of any Capstar Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalCapstar Party, and to describe the material terms and conditions of any such ARYA Capstar Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Capstar Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For clarity, any actions taken by any of the avoidance Representatives of doubt, it is understood and agreed Capstar that the covenants and agreements contained in are inconsistent with this Section 5.6 5.7(b) will be deemed to be a breach of this Section 5.7(b) by Capstar. Capstar shall not prohibit immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons (other than with the CompanyGroup Companies) conducted prior to or as of the date hereof by any of the Capstar Parties, and will cause its Representatives to cease and cause to be terminated any ARYA Party and all existing activities, discussions or negotiations, that would reasonably be expected to lead to a Capstar Acquisition Proposal, and shall, as promptly as practicable, terminate access by each such Person and its Representatives to any online or other data rooms containing any non-public information in respect of Capstar or any of their respective Representatives from taking any actions in its Subsidiaries for the ordinary course that are not otherwise in violation purpose of this Section 5.6 (permitting such as answering phone calls) or informing any Person inquiring about Persons to evaluate a possible Company Acquisition Proposal or ARYA potential Capstar Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Capstar Special Purpose Acquisition Corp.)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company each of Parent, Polestar Singapore, Polestar Sweden, ListCo and Merger Sub shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: , (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitatefacilitate (including by commencing due diligence), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; Alternate Transaction, (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; Alternate Transaction, (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; Alternate Transaction, (iv) other than in connection make any filings with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps SEC in connection with a public offering of any Equity Securities or other securities of any Group the Company (or any Affiliate or successor of any Group Company or any of their respective Affiliates); the Company) or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person (other than GG) to do or seek to do any of the foregoingforegoing or seek to circumvent this Section 8.04(b) or further a Company Alternate Transaction. The Company agrees Each of Parent, ListCo, Polestar Singapore and Polestar Sweden, also agree that, promptly following the execution of this Agreement, it shall, and shall cause each of its Subsidiaries to and shall use its reasonable best efforts to cause its and their Representatives to, (A) notify XXXX promptly upon receipt cease any solicitations, discussions or negotiations with any Person (other than the Parties and their respective Representatives) conducted prior to the execution of this Agreement in connection with any written offer Company Alternate Transaction or proposal any inquiry or request for information that the Company could reasonably determines represents be expected to lead to, or result in, a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) Alternate Transaction and (B) keep ARYA reasonably informed terminate access to any physical or electronic data room maintained by or on behalf of Parent, the Company or any of its Subsidiaries and instruct each Person that has prior to the date hereof executed a current basis confidentiality agreement in connection with its consideration of any modifications acquiring Parent or the Company to return or destroy all confidential information furnished to such offer Person by or informationon behalf of it or any of its Subsidiaries prior to the date hereof.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties GG shall not, and each of them shall cause their its Representatives not to, directly or indirectly (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), knowingly facilitate (including by commencing due diligence), discuss or negotiate, directly or indirectly, any ARYA Acquisition Proposalinquiry, proposal or offer (written or oral) with respect to an GG Alternate Transaction, (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA Acquisition Proposala GG Alternate Transaction, (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA Acquisition Proposal, a GG Alternate Transaction or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person (other than the Parent, Polestar Singapore, Polestar Sweden, ListCo and Merger Sub) to do or seek to do any of the foregoingforegoing or seek to circumvent this Section 8.04(b) or further a GG Alternate Transaction. XXXX GG agrees to that, promptly following the execution of this Agreement, it shall, and shall cause its Representatives (in each such Person’s capacity as a Representative of GG) to, (A) notify cease any solicitations, discussions or negotiations related to any GG Alternate Transaction with any Person (other than the Company promptly upon receipt by Parties and their respective Representatives) conducted prior to the execution of this Agreement in connection with any ARYA Party of GG Alternate Transaction or any written offer inquiry or proposal request for information that ARYA could reasonably determines represents an ARYA Acquisition Proposalbe expected to lead to, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Acquisition Proposal) result in, a GG Alternate Transaction and (B) keep instruct each Person that has prior to the Company reasonably informed on date hereof executed a current basis confidentiality agreement in connection with its consideration of any modifications a GG Alternate Transaction to return or destroy all confidential information furnished to such offer Person by or information. For the avoidance on behalf of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party GG or any of their respective its Representatives from taking any actions in prior to the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6date hereof.
Appears in 1 contract
Samples: Business Combination Agreement (Gores Guggenheim, Inc.)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the each Company Party shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Each Company Party agrees to (A) notify XXXX Parent promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA reasonably Parent informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parent Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a Parent Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a Parent Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a Parent Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of any Parent Party (or any Affiliate or successor of any Parent Party) other than the PIPE Financing and the Bridge Financing; or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX Parent agrees to (A) notify the Company Parties promptly upon receipt of any Parent Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalParent Party, and to describe the material terms and conditions of any such ARYA Parent Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Parent Acquisition Proposal) and (B) keep the Company reasonably Parties informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Digital Health Acquisition Corp.)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection make any filings with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps SEC in connection with a public offering of any Equity Securities or other securities of any Group the Company (or any Affiliate or successor of any Group Company or any of their respective Affiliatesthe Company); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person (other than the ACAH Parties) to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX ACAH promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group the Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA ACAH reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA ACAH Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to an ACAH Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA ACAH Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA ACAH Acquisition Proposal, ; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person (other than the Company) to do or seek to do any of the foregoing. XXXX ACAH agrees to (A) notify the Company promptly upon receipt of any ACAH Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalACAH Party, and to describe the material terms and conditions of any such ARYA ACAH Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA ACAH Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA ACAH Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA ACAH Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Atlantic Coastal Acquisition Corp.)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX ARYA promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to an ARYA Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of any ARYA Party (or any Affiliate or successor of any ARYA Party); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX ARYA agrees to (A) notify the Company promptly upon receipt of any ARYA Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalParty, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (ARYA Sciences Acquisition Corp II)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies not to, and shall direct its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), discuss, negotiate or knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX Pioneer promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA reasonably Pioneer fully informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Pioneer Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), discuss, negotiate or knowingly facilitate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a Pioneer Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a Pioneer Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a Pioneer Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of any Pioneer Party (or any Affiliate or successor of any Pioneer Party); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX Pioneer agrees to (A) notify the Company promptly upon receipt of any Pioneer Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalPioneer Party, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Pioneer Acquisition Proposal) and (B) keep the Company reasonably fully informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.77
Appears in 1 contract
Samples: Business Combination Agreement (Pioneer Merger Corp.)
Exclusive Dealing. (a) From During the period from the date of this Agreement until through the earlier of the Closing or the termination of this Agreement in accordance with its terms, Seller and the Company shall not, not take and shall cause the other Group Companies not to take, nor shall they direct any of their Affiliates, officers, directors, executive employees, representatives, consultants, financial advisors, attorneys, accountants or other agents to take, any action to solicit, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person (other than Buyer and/or its Affiliates, officers, directors, employees, representatives, consultants, financial advisors, financing sources, attorneys, accountants and other agents) concerning any purchase of any of the Company’s equity securities or any merger, sale of all, or substantially all, of the its assets outside of the ordinary course of business or similar transaction involving or relating to the Group Companies, other than assets sold in the ordinary course of business (each such acquisition transaction, an “Acquisition Transaction”), and Seller, and its Affiliates, officers, directors, executive employees, representatives, consultants, financial advisors, attorneys, accountants and their respective Representatives not toother agents, directly or indirectly: shall immediately cease and cause to be terminated all existing discussions, negotiations and other communications with any Person conducted heretofore with respect to any such Acquisition Transaction. Notwithstanding the foregoing, (i) solicit, initiate, knowingly encourage (including by means Buyer hereby acknowledges that prior to the date of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, Seller and the Ancillary Documents or Company has provided information related to the transactions contemplated hereby or therebyGroup Companies and has afforded access to, prepare or take any steps and engaged in discussions with, other Persons in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective Affiliates); or (v) otherwise cooperate in any way withproposed Acquisition Transaction and that such information, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any access and discussions could reasonably enable another Person to do form a basis for an Acquisition Transaction without any breach by Seller or seek to do any of the foregoing. The Company agrees to (A) notify XXXX promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties shall not, and each of them shall cause their Representatives not to, (i) solicit or initiate or enter into, directly or indirectly, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYA), any ARYA Acquisition ProposalSection 6.4, (ii) furnish or disclose any non-public information subject to any Person in connection with, or that could reasonably be expected to lead to, an ARYA Acquisition Proposal, clause (iii) enter into below, Seller and the Company may respond to any Contract, arrangement or understanding unsolicited proposal regarding an ARYA Acquisition Proposal, Transaction by indicating that each of Seller and the Company is subject to an exclusivity agreement and is unable to provide any information related to the Group Companies or (iv) otherwise cooperate entertain any proposals or offers or engage in any way with, negotiations or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX agrees to (A) notify the Company promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents discussions concerning an ARYA Acquisition ProposalTransaction for as long as this Agreement remains in effect, and to describe the material terms (iii) Seller shall promptly, and conditions in any event no later than two (2) Business Days of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person Seller’s or entity making such ARYA Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company’s receipt of an unsolicited proposal regarding an Acquisition Transaction, any ARYA Party or any notify Buyer of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposalproposal made, as applicable, of the existence of the covenants and agreements contained in this Section 5.6including reasonable details thereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (Amn Healthcare Services Inc)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: indirectly (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to (A) acquire, in one transaction or a series of transactions, all or a substantial portion of any of the assets of any Group Company, the Equity Securities of any Group Company or the businesses of any Group Company (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise), or (B) make an equity or similar investment in any Group Company or their respective Affiliates (clause (A) or (B), an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 6.6(a) or otherwise); (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company an Acquisition Proposal; (iii) enter into any Contract, arrangement or understanding Contract regarding a Company an Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate successor to or successor parent company of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoingforegoing or seek to circumvent this Section 6.6 or further an Acquisition Proposal. The Company agrees to (Ax) notify XXXX Qell promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) ), and (By) keep ARYA reasonably Qell fully informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties Qell shall not, and each of them shall cause their its Representatives not to, directly or indirectly (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) to (A) acquire, in one transaction or a series of transactions, all or a material portion of any of the assets of Qell, the Equity Securities of Qell or the businesses of Qell (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise) or (B) make an equity or similar investment in Qell or their Affiliates (clause (A) or (B), an “Qell Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Qell Acquisition Proposal” for the purposes of this Section 6.6(b) or otherwise); (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA Qell Acquisition Proposal, ; (iii) enter into any Contract, arrangement or understanding Contract regarding an ARYA Qell Acquisition Proposal, ; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoingforegoing or seek to circumvent this Section 6.6 or further an Qell Acquisition Proposal. XXXX Qell agrees to (Ax) notify the Company promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Qell Acquisition ProposalProposal by Qell, and to describe the material terms and conditions of any such ARYA Qell Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Qell Acquisition Proposal) ), and (By) keep the Company reasonably fully informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Qell Acquisition Corp)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could would reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or therebypursuant to this Agreement, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX DHHC promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA DHHC reasonably informed on a current basis of any modifications to such offer or information. The Company shall immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons (other than DHHC) conducted prior to or as of the date hereof by the Company or any of its Subsidiaries, and will cause the other Group Companies and its and their respective Representatives to cease and cause to be terminated any and all existing activities, discussions or negotiations, that would reasonably be expected to lead to a Company Acquisition Proposal or the matters described in clause (iv) hereof, and shall, as promptly as practicable, terminate access by each such Person and its Representatives to any online or other data rooms containing any non-public information in respect of the Company or any of its Subsidiaries for the purpose of permitting such Persons to evaluate a potential Company Acquisition Proposal. For clarity, any actions taken by any of the Representatives of the Group Companies that are inconsistent with this Section 6.6(a) will be deemed to be a breach of this Section 6.6(a) by the Group Companies.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA DHHC Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a DHHC Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could would reasonably be expected to lead to, an ARYA a DHHC Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a DHHC Acquisition Proposal; (iv) other than in connection with the transactions contemplated pursuant to this Agreement, prepare or take any steps in connection with an offering of any securities of any DHHC Party (or any Affiliate or successor of any DHHC Party); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX DHHC agrees to (A) notify the Company promptly upon receipt of any DHHC Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalDHHC Party, and to describe the material terms and conditions of any such ARYA DHHC Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA DHHC Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For clarity, any actions taken by any of the Representatives of DHHC that are inconsistent with this Section 6.6(b) will be deemed to be a breach of this Section 6.6(b) by DHHC. DHHC shall immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons (other than with the Group Companies) conducted prior to or as of the date hereof by any of the DHHC Parties, and will cause its Representatives to cease and cause to be terminated any and all existing activities, discussions or negotiations, that would reasonably be expected to lead to a DHHC Acquisition Proposal or the matters described in clause (iv) hereof, and shall, as promptly as practicable, terminate access by each such Person and its Representatives to any online or other data rooms containing any non-public information in respect of DHHC or any of its Subsidiaries for the purpose of permitting such Persons to evaluate a potential DHHC Acquisition Proposal. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained nothing in this Section 5.6 Agreement shall not prohibit the Company, any ARYA Party or restrict any of their respective the Representatives from taking of the DHHC Parties in any actions in way with respect to the ordinary course pursuit of any business combination, merger, acquisition, investment or similar transaction that are would not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about constitute a possible Company Acquisition Proposal or ARYA DHHC Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (DiamondHead Holdings Corp.)
Exclusive Dealing. (a) From Except in connection with any exercise of Options, during the period from the date of this Agreement until the earlier of through the Closing or the earlier termination of this Agreement in accordance with its termspursuant to Section 9.01, the Representative and the Company shall not, and shall cause the other Group Companies direct and its and use commercially reasonable efforts not to permit their respective Representatives not Subsidiaries or any of their respective directors, officers, employees, representatives or agents (collectively, the “Company Representatives”) to, directly or indirectly: , (i) solicitdiscuss, intentionally encourage, negotiate, undertake, initiate, knowingly encourage authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of the Company or any of its Subsidiaries other than in the Ordinary Course of Business or any capital stock or other ownership interests of the Company or any of its Subsidiaries other than the transactions contemplated by this Agreement (including by means of furnishing or disclosing informationan “Acquisition Transaction”), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information cause to be furnished, to any Person in connection withPerson, any information concerning the business, operations, properties or that could reasonably be expected to lead to, a assets of the Company Acquisition Proposal; (iii) enter into any Contract, arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than its Subsidiaries in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective Affiliates); an Acquisition Transaction or (viii) otherwise cooperate in any way with, or intentionally assist or participate in, or knowingly facilitate or knowingly encourage encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA reasonably informed on a current basis of any modifications to such offer or information.
(b) From The Representative and the date of this Agreement until Company shall (and the earlier of Representative and the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties Company shall notuse commercially reasonable efforts to cause their Company Representatives to, and each of them the Company shall cause their Representatives not its Subsidiaries to, ) immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (i) solicit other than Purchaser or initiate or enter into, directly or indirectly, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYA), any ARYA Acquisition Proposal, (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA Acquisition Proposal, (iii) enter into any Contract, arrangement or understanding regarding an ARYA Acquisition Proposal, or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX agrees to (A) notify the Company promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition Proposal, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party its Affiliates or any of their respective Representatives from taking directors, officers, employees, representatives or agents) conducted heretofore with respect to any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6Transaction.
Appears in 1 contract
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX Longview promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA Longview reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Longview Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to an Longview Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA Longview Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA Longview Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of any Longview Party (or any Affiliate or successor of any Longview Party); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX Longview agrees to (A) notify the Company promptly upon receipt of any Longview Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalLongview Party, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Longview Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Longview Acquisition Corp.)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or and the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person (other than to the Parties and their respective Representatives) in connection with, or that could would reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group the Company (or any Affiliate or successor of any Group Company or any of their respective Affiliatesthe Company); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. .
(b) The Company agrees to shall (Ai) notify XXXX the Carmell Parties promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group the Company, and to describe describing the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) , unless the Company is bound by any confidentiality obligation prohibiting the disclosure of such identity), and (Bii) keep ARYA reasonably the Carmell Parties fully informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties shall not, and each of them shall cause their Representatives not to, (i) solicit or initiate or enter into, directly or indirectly, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYA), any ARYA Acquisition Proposal, (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA Acquisition Proposal, (iii) enter into any Contract, arrangement or understanding regarding an ARYA Acquisition Proposal, or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX agrees to (A) notify the Company promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition Proposal, and to describe the material terms and conditions of any such ARYA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the each Company Party shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Each Company Party agrees to (A) notify XXXX Parent promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA Parent reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parent Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a Parent Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a Parent Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a Parent Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of any Parent Party (or any Affiliate or successor of any Parent Party) other than the PIPE Financing; or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX Parent agrees to (A) notify the Company Parties promptly upon receipt of any Parent Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalParent Party, and to describe the material terms and conditions of any such ARYA Parent Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA Parent Acquisition Proposal) and (B) keep the Company Parties reasonably informed on a current basis of any modifications to such offer or information. For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (HealthCor Catalio Acquisition Corp.)
Exclusive Dealing. (a) The Company shall immediately cease and cause to be terminated all existing discussions and negotiations with any parties with respect to any proposal that constitutes or may be reasonably expected to constitute or lead to a Company Acquisition Proposal. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company Parties shall not, and shall cause the other Group Companies not to, and shall not authorize or permit their respective Representatives to, and shall use their reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than waive or otherwise forbear in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering enforcement of any Equity Securities rights or other securities of benefits under confidential information agreements relating to a Company Acquisition Proposal, including without limitation any Group Company (“standstill” or any Affiliate or successor of any Group Company or any of their respective Affiliates); similar provisions thereunder, or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX SPAC promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group CompanyCompany or Merger Sub, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA SPAC reasonably informed on a current basis of any modifications to such offer or information.
(b) Notwithstanding anything to the contrary contained in Section 5.7(a), if at any time on or after the date hereof, the Company receives a written proposal for a Company Acquisition Proposal for a transaction of the type describe in clause (a) of the definition of Company Acquisition Proposal (such proposal, a “Competing Proposal”) from any Person or group of Persons, which Competing Proposal was made on or after the date hereof and that did not result from or arise in connection with a breach by the Company of Section 5.7(a), (i) the Company may contact such Person or group of Persons to clarify the terms and conditions thereof and to inform such Persons of the provisions of Section 5.7(a), (ii) may furnish, pursuant to a confidentiality agreement containing confidentiality provisions that are no less favorable in the aggregate to SPAC than those contained in the Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Competing Proposal; and (iii) may engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal. The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to the date hereof that prohibits the Company from providing any information to SPAC in accordance with this Section 5.7. The Company may terminate this Agreement pursuant to Section 7.1(h) and enter into a definitive transaction agreement with respect to a Competing Proposal, if and only if, the Company receives a Competing Proposal that did not result or arise in connection with a material breach by the Company of this Section 5.7; provided, that in order to terminate this Agreement to enter into a such agreement with respect to a Competing Proposal, the Company shall be required to pay the Termination Fee in accordance with the terms of Section 7.2(b).
(c) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties SPAC shall not, and each of them shall cause their its Representatives not to, (i) solicit and shall not authorize or initiate or enter intopermit their respective Representatives to, and shall use their reasonable best efforts to cause its Representatives not to, directly or indirectly: (i) solicit, discussionsinitiate, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a SPAC Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a SPAC Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a SPAC Acquisition Proposal; (iv) prepare or take any steps in connection with an ARYA offering of any securities of SPAC (or any Affiliate or successor of SPAC); or (v) waive or otherwise forbear in the enforcement of any rights or other benefits under confidential information agreements relating to a SPAC Acquisition Proposal, including without limitation any “standstill” or similar provisions thereunder, or (ivvi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX SPAC agrees to (A) notify the Company promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA SPAC Acquisition ProposalProposal by SPAC, and to describe the material terms and conditions of any such ARYA SPAC Acquisition Proposal in reasonable detail (including the identity of any person or entity Person making such ARYA SPAC Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For The transfer of the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this SPAC Evaluation Material pursuant to Section 5.6 5.18 shall not prohibit violate the Company, any ARYA Party or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation terms of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.65.7.
Appears in 1 contract
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX RACA promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA RACA reasonably informed on a current basis of any modifications to such offer or information. The Company shall immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons (other than RACA) conducted prior to or as of the date hereof by the Company or any of its Subsidiaries, and will cause the other Group Companies and its and their respective Representatives to cease and cause to be terminated any and all existing activities, discussions or negotiations, that would reasonably be expected to lead to a Company Acquisition Proposal, and shall, as promptly as practicable, terminate access by each such Person and its Representatives to any online or other data rooms containing any non-public information in respect of the Company or any of its Subsidiaries for the purpose of permitting such Persons to evaluate a potential Company Acquisition Proposal. For clarity, any actions taken by any of the Representatives of the Group Companies that are inconsistent with this Section 5.7(a) will be deemed to be a breach of this Section 5.7(a) by the Group Companies.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA RACA Parties shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a RACA Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a RACA Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a RACA Acquisition Proposal, ; (iv) prepare or take any steps in connection with an offering of any securities of any RACA Party (or any Affiliate or successor of any RACA Party); or (ivv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing. XXXX RACA agrees to (A) notify the Company promptly upon receipt of any RACA Acquisition Proposal by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA Acquisition ProposalRACA Party, and to describe the material terms and conditions of any such ARYA RACA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA RACA Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. For clarity, any actions taken by any of the avoidance Representatives of doubt, it is understood and agreed RACA that the covenants and agreements contained in are inconsistent with this Section 5.6 5.7(b) will be deemed to be a breach of this Section 5.7(b) by RACA. RACA shall not prohibit immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons (other than with the CompanyGroup Companies) conducted prior to or as of the date hereof by any of the RACA Parties, and will cause its Representatives to cease and cause to be terminated any ARYA Party and all existing activities, discussions or negotiations, that would reasonably be expected to lead to a RACA Acquisition Proposal, and shall, as promptly as practicable, terminate access by each such Person and its Representatives to any online or other data rooms containing any non-public information in respect of RACA or any of their respective Representatives from taking any actions in its Subsidiaries for the ordinary course that are not otherwise in violation purpose of this Section 5.6 (permitting such as answering phone calls) or informing any Person inquiring about Persons to evaluate a possible Company Acquisition Proposal or ARYA potential RACA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (Therapeutics Acquisition Corp.)
Exclusive Dealing. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract, Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) other than in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, prepare or take make any steps filings with the SEC in connection with a public offering of any Equity Securities or other securities of any Group Company (or any Affiliate or successor of any Group Company or any of their respective AffiliatesCompany); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person (other than BOA) to do or seek to do any of the foregoing. The Company agrees to (A) notify XXXX BOA promptly upon receipt of any written offer or proposal that the Company reasonably determines represents a Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep ARYA BOA reasonably informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the ARYA Parties BOA shall not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit or initiate or enter intosolicit, directly or indirectlyinitiate, discussions, negotiations or transactions with respect to, or knowingly encourage (including by means of providing any information to any other potential business combination target of ARYAfurnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any ARYA inquiry, proposal or offer (written or oral) with respect to a BOA Acquisition Proposal, ; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an ARYA a BOA Acquisition Proposal, ; (iii) enter into any Contract, Contract or other arrangement or understanding regarding an ARYA a BOA Acquisition Proposal, ; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person (other than any Group Company) to do or seek to do any of the foregoing. XXXX BOA agrees to (A) notify the Company promptly upon receipt by any ARYA Party of any written offer or proposal that ARYA reasonably determines represents an ARYA BOA Acquisition ProposalProposal by BOA, and to describe the material terms and conditions of any such ARYA BOA Acquisition Proposal in reasonable detail (including the identity of any person or entity making such ARYA BOA Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information. .
(c) For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 5.6 shall not prohibit the Company, any ARYA Party BOA or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 5.6 (such as answering phone calls) or informing any Person inquiring about a possible Company Acquisition Proposal or ARYA BOA Acquisition Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 5.6.
Appears in 1 contract
Samples: Business Combination Agreement (BOA Acquisition Corp.)
