Exclusivity. (a) Blade agrees that, during the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal. (c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatDuring the period from the date of this Agreement through the Closing or the earlier termination of this Agreement in accordance with its terms, during none of the Interim PeriodCompany or the Holder Representative shall, Blade and the Company and the Holder Representative shall not take, nor shall Blade permit or cause any of its their respective controlled Affiliates or and their and their respective controlled Affiliates’ Representatives to taketo, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (iia) initiate, knowingly facilitate solicit, enter into, maintain, continue or engage in discussions or negotiations with, (iii) enter into or provide any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror Parent, Buyer, Merger Sub and their Representatives) concerning any purchase or acquisition of all or a material portion of the Equity Interests of the Company or its Subsidiaries or any merger, consolidation, recapitalization, reorganization or business combination involving, or sale of all or substantial portion of the assets of, the Company or its Affiliates Subsidiaries or Representativessimilar transactions involving the Company or its Subsidiaries (each such transaction, an “Acquisition Transaction”), in each case (b) solicit, initiate, facilitate or encourage the submission of any proposal, indication of interest or offer from any Person (i) through (ivother than Parent, Buyer, Merger Sub and their Representatives) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iiic) enter into any acquisition letter of intent or purchase agreement, business combination, merger agreement or similar definitive agreement, term sheet or Contract with any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, Person other than to or Parent, Buyer, Merger Sub and their Representatives with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating respect to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that Acquisition Transaction. Each of the execution, delivery and performance of this Agreement Company and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror Holder Representative shall, and the Company and the Holder Representative shall cause its their respective controlled Affiliates and their and their respective controlled Affiliates’ Representatives to, immediately cease promptly, to the extent that they have not done so already, (i) cause any and all existing negotiations, discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing activities of the receipt type described in the preceding sentence that may currently be in progress to be terminated and (ii) request and require all third parties to whom information has been given by such Party or on behalf of the Company, the Holder Representative or any of its Representatives of any bona fide inquiriestheir controlled Affiliates, proposals if any, to destroy or offers, requests for return such information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposalthe Company, the identity Holder Representative or any of their respective controlled Affiliates to the party making such inquiryextent the Company, proposal, offer the Holder Representative or request for information and any of their respective controlled Affiliates has the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers power to do so pursuant to a Contract or requests for informationotherwise.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatFrom and after the date of this Agreement through the Effective Time, during the Interim PeriodCompany shall not, Blade shall direct and cause its Subsidiaries and any Affiliates that are Controlled by the Company not taketo, and neither the Company nor its Subsidiaries nor its Controlled Affiliates shall Blade authorize or knowingly permit any of its controlled Affiliates or their respective Representatives to taketo, whether directly or indirectly, any action to : (i) knowingly encourage, endorse, solicit, initiate, cooperate with, knowingly assist facilitate, or knowingly encouragecontinue any inquiries, offers or proposals regarding an Acquisition Proposal, (ii) initiateenter into, knowingly facilitate continue, or engage participate in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to(other than Parent, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or any of their respective Representatives to take, whether directly or indirectly, any action to (iin their capacities as such) make any proposal or offer with respect to concerning a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combinationpossible Acquisition Proposal, (iii) provide or make available any non-public financial or other confidential or proprietary information regarding the Company or any of its Subsidiaries to any Person (other than Parent, its Affiliates or any of their respective Representatives in their capacities as such), or provide or afford access to any Person to the properties, assets, officers or employees of the Company or any of its Subsidiaries, in each case for the purpose of facilitating, inducing or encouraging an Acquisition Proposal (it being understood that notifying a Person of the existence of this Section 5.17 in and of itself shall not be a breach of this Section 5.17), (iv) approve, endorse, recommend or propose to approve, endorse or recommend any Acquisition Proposal, or (v) enter into any acquisition agreement, business combination, merger agreement agreements or similar definitive agreement, other instruments (whether or not binding) regarding any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Acquisition Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror The Company shall, and shall cause all of its Affiliates that are Controlled by the Company, and shall instruct, and shall cause, its and their respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing three Business Days of the receipt date hereof) (x) exercise any contractual rights available to any of them to cause each Person (other than Parent, its Affiliates or any of their respective Representatives) who received non-public financial or other confidential or proprietary information regarding the Company or any of its Subsidiaries in connection with any possible Acquisition Proposal to promptly return or destroy such information, and (y) terminate access to any data rooms or dropboxes previously provided to any third parties in connection with an Acquisition Proposal. The Company shall promptly notify Parent if it receives, on or after the date hereof, an Acquisition Proposal involving any Person or group, including the nature of such inquiry.
(b) For purposes hereof, “Acquisition Proposal” shall mean, other than the transactions contemplated by this Agreement, any inquiry, offer, proposal, indication of interest or Contract relating to any transaction or series of related transactions (i) involving, directly or indirectly, (x) an acquisition, merger, business combination or recapitalization involving the Company, (y) the purchase of any equity interests of the Company, or (z) the purchase or disposition of assets (including stock in Subsidiaries) of the Company and its Subsidiaries representing 5% or more of the revenues, net income or assets (in each case on a consolidated basis) of the Company and its Subsidiaries, taken as a whole, or (ii) that would reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding the foregoing, none of the following shall constitute an Acquisition Proposal: (A) any transfer of equity securities of any Company Stockholder or of any direct or indirect member, stockholder, partner or other equity holder of such Party Company Stockholder (an “Upper-Tier Transfer”), including to the extent such Upper-Tier Transfer triggers a change of control of such Company Stockholder, (B) any merger, business capitalization, recapitalization or sale required to be made for the purpose of obtaining any approval contemplated by Section 5.3, and (C) subject to the terms of the applicable Stockholder Support Agreement, any transfer of equity securities of the Company held by any Company Stockholder. Notwithstanding anything to the contrary in the above, nothing in this Section 5.17 shall prohibit (1) members of the Company Board and Company Stockholders from engaging in discussions and deliberations amongst themselves regarding any Acquisition Proposal or other communications received, so long as such discussions and deliberations do not involve any communications with the Person making the proposal or any of its Representatives and are non-public and confidential; or (2) any Company Stockholder from providing ordinary course communications with any of any bona fide inquiriesits current or prospective direct or indirect general partners, proposals limited partners, equity holders, members, managers, lenders or offersinvestors who are subject to customary confidentiality restrictions prohibiting further disclosure thereof, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making and such inquiry, proposal, offer or request for information communications are non-public and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationconfidential.
Appears in 1 contract
Sources: Merger Agreement (Tempur Sealy International, Inc.)
Exclusivity. (a) Blade agrees thatFrom the Execution Date until the earlier of the Closing or the termination of this Agreement, during the Interim PeriodCompany will not, Blade shall not take, nor shall Blade permit and will cause the other Company Entities and any of their respective Affiliates and any of their and their Affiliates’ Representatives, not to, and each of the Blocker Companies will not, and will cause its controlled respective Affiliates or and its and its Affiliates’ respective Representatives to takenot to, whether take any action, directly or indirectly, any action to (i) initiate, solicit, knowingly assist facilitate or knowingly encourage, (ii) initiate, knowingly facilitate or engage participate in any discussions or negotiations with, (iii) enter into any agreement Contract (including any letter of intent or confidentiality agreement), or furnish to any other Person any information (other than information to or from any other Person which is traditionally provided in the regular course of business to third parties where the Company Entity and its Affiliates or their Representatives have no reason to believe that such information may be utilized to evaluate any such acquisition of any Capital Stock of the Company Entities or any of the Blocker Companies or all or substantially all of the Assets of the Company Entities) with or (iv) provide non-public information concerning Blade respect to, any proposal from any Person (other than Acquiror relating to an acquisition of any Capital Stock of the Company Entities or any of its Affiliates the Blocker Companies or Representatives)all or substantially all of the Assets of the Company Entities. The Company shall, in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and shall cause the other Transaction Agreements Company Entities, any of their respective Affiliates and the consummation any of their and their Affiliates’ Representatives to, and each of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade Blocker Companies shall, and shall cause its controlled respective Affiliates and its and its Affiliates’ respective Representatives to, immediately cease any and cause to be terminated all existing discussions or discussions, conversations, negotiations and other communications with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(bother than Parent and its Affiliates) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b)foregoing. Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as As promptly as practicable (and in any event within 48 hourstwo (2) Business Days) after the Execution Date, the Company shall, and will cause the other Company Entities to, send “return or destroy” letters to all other Persons to whom the Company Entities or their Affiliates and professional advisors provided confidential information under or pursuant to a confidentiality or non-disclosure agreement in writing connection with the potential sale of all or substantially all of the receipt Company Entities (any such confidentiality or non-disclosure agreement, a “Transaction Confidentiality Agreement”). From and after the Closing, the Company shall, and shall cause the other Company Entities to, use its and their commercially reasonable efforts to enforce their rights under any such Transaction Confidentiality Agreement for the benefit of Parent. From the Execution Date until the earlier of the Closing or the termination of this Agreement, (i) the Company Board and the Company Members shall not, and the Company shall cause the Company Board and the Company Members not to, withdraw, modify or qualify in any manner, any vote, approval or consent made or given by any of them with respect to the execution and delivery by the Company of, and performance by the Company of its obligations under, this Agreement or the consummation by the Company of the Transactions, and (ii) the board of directors, managers, managing member or other similar governing body or Person of each Blocker Company and the Blocker Stockholders of each Blocker Company shall not, and each Blocker Company shall cause its board of directors, managers, managing member or other similar governing body or Person and its Blocker Stockholders not to, withdraw, modify or qualify in any manner, any vote, approval or consent made or given by any of them with respect to the execution and delivery by such Party Blocker Company of, and performance by such Blocker Company of its obligations under, this Agreement or the consummation by such Blocker Company of the Transactions.
(b) Without limitation of Section 6.10(a), from the Execution Date until the earlier of the Closing or the termination of this Agreement, (i) the Company shall not permit any of the Company Members to, and shall cause the Company Members not to, effect any Transfer of any Company Units, and (ii) each Blocker Company shall not permit any of its Blocker Stockholders to, and shall cause its Blocker Stockholders not to, effect any Transfer of any Capital Stock of such Blocker Company, in each case except (A) pursuant to this Agreement, (B) to another Company Member or another Blocker Stockholder, (C) to Crestview or any of its Representatives Affiliates, (D) a Transfer of Company Units held by USWS Management Co. to its members, or (E) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned (it being agreed that such action shall not be deemed unreasonable if (I) such Transfer could reasonably be expected to delay or impair consummation of the Transactions or (II) such action is required by the Crestview Subscription Agreement)); provided that, in the case of any bona fide inquiriesTransfer pursuant to clause (B) or clause (C), proposals or offersParent is given written notice of such Transfer in advance of such Transfer. For the avoidance of doubt, requests for information or requests for any Transfer permitted by this Section 6.10(b), and any discussions or negotiations with respect thereto, will not constitute a breach of Section 6.10(a).
(c) Parent shall, and shall cause its Affiliate and its and their Affiliates’ Representatives to, immediately cease any existing discussions and negotiations with any third parties conducted prior to the Execution Date with respect to any Business Combination (including any Parent Acquisition Proposal) other than as contemplated by this Agreement. From the Execution Date until the earlier of the Closing or the termination of this Agreement pursuant to Section 9.1, Parent will not, and will cause its Affiliates and any of its and their Affiliates not to, take any action, directly or indirectly, to initiate, solicit, facilitate, encourage, or participate in any discussions or negotiations with, enter into any Contract (including any letter of intent or confidentiality agreement), or furnish to any other Person any information (other than information to or from any other Person which is reasonably likely traditionally provided in the regular course of business to give rise third parties where Parent and its Affiliates or their Representatives have no reason to or result in an Acquisition Transaction or Alternate believe that such information may be utilized to evaluate any such Business Combination (including any Parent Acquisition Proposal) with respect to any Business Combination (including any Parent Acquisition Proposal), the identity or agree to, approve or recommend, any Contract with respect to, any Business Combination (including any Parent Acquisition Proposal), in each case, other than as contemplated by this Agreement.
(d) For purposes of the party making such inquirythis Agreement, a “Parent Acquisition Proposal” means any proposal, Contract, offer or request inquiry by any Person or Persons for information or with respect to (regardless how structured) (i) the acquisition of any of the equity interests of another Person by Parent or any of its Subsidiaries pursuant to a merger, consolidation, dissolution, recapitalization, refinancing or otherwise, (ii) a transaction pursuant to which another Person issues or would issue, or Parent, its stockholders or any of its Subsidiaries acquire or would acquire, any of the equity interests of such other Person or (iii) a transaction pursuant to which Parent or any of its Subsidiaries acquires or would acquire in any manner, directly or indirectly, any assets of another Person; provided that the PIPE Subscription Agreements and the material terms PIPE Transactions and conditions thereof. Each Party any other financing with respect to the Transactions shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationnot constitute a Parent Acquisition Proposal.
Appears in 1 contract
Sources: Merger Agreement (Matlin & Partners Acquisition Corp)
Exclusivity. (a) Blade agrees that, during During the Interim Pre-Closing Period, Blade the Company shall not takenot, nor and the Company shall Blade permit any require each of its controlled Affiliates or Representatives to takeofficers, whether directors, employees, representatives and agents not to, directly or indirectly, through any action to officer, director, employee, Affiliate, agent or representative or otherwise, (i) initiate, solicit, knowingly assist encourage or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for discussion with any party (other than the Buyer or its representatives) concerning any acquisition, equity or debt financing, joint venture, merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock (other than in connection with the conversion of Preferred Stock or the exercise of Options), sale or license of material assets or similar business transaction involving the Company or any Subsidiary (an “Acquisition Proposal”), (ii) furnish any information concerning the business, properties or assets of the Company or any Subsidiary or the Company Shares to any party in connection with, or to facilitate or induce the making of, an Acquisition Proposal (other than the Buyer or its representatives) or (iii) engage in negotiations or enter into any agreement with any party (other than the Buyer or its representatives) concerning any Acquisition Proposal. Notwithstanding anything to the contrary in this Section 5.7, if, prior to the date the Company obtains the Requisite Stockholder Approval, the Company receives an unsolicited, bona fide written Acquisition Proposal from a third party that its Board of Directors, after consultation with the Company’s financial advisor and outside counsel, has in good faith concluded is, or is reasonably likely to lead to, a Superior Offer, the Company may (A) furnish nonpublic information to the third party making such Acquisition Proposal and (B) engage in negotiations with the third party with respect to the Acquisition Proposal to the extent the Company’s Board of Directors determines in good faith that the failure to do so would be inconsistent with its obligations under applicable Law.
(b) The Company shall immediately notify any party with which discussions or negotiations of the nature described in Section 5.7(a) were pending that the Company is terminating such discussions or negotiations. If the Company receives any inquiry, proposal or offer of the nature described in paragraph (a) above, the Company shall, within one (1) Business Day after such receipt, notify the Buyer of such inquiry, proposal or offer, including the identity of the other party and the material terms and conditions thereof. Each Party shall keep of such inquiry, proposal or offer; provided, that if such disclosure would be prohibited by the other Parties promptly informed of the status terms of any non-disclosure agreement in effect before the date hereof, the Company shall give the Buyer the choice of whether or not to receive such inquiriesdisclosure and, proposalsif the Buyer elects to receive such disclosure, offers the resulting breach of such non- disclosure agreement shall not constitute a breach of this Agreement or requests for informationan indemnifiable claim under Article VII.
Appears in 1 contract
Sources: Merger Agreement (Medicines Co /De)
Exclusivity. From the date hereof until the earlier of the termination of this Agreement pursuant to Section 9.1 and the Closing Date, Seller will not permit or cause any of their respective officers, directors, employees, investment bankers, attorneys, affiliates, accountants or other agents (collectively, the “Seller Representatives”) to, directly or indirectly: (a) Blade agrees thatinitiate, during solicit, seek, encourage knowingly, entertain, support or take any action to facilitate any inquiries or the Interim Periodmaking of any offer or proposal that constitutes or is reasonably likely to lead to any proposal or offer relating to the Messaging Business (i) for a merger, Blade shall not takeshare exchange, nor shall Blade permit consolidation or other business combination concerning Seller or any of its controlled Affiliates or Representatives Messaging Subsidiary, (ii) to takethe Seller to acquire in any manner, whether directly or indirectly, any action to (i) solicitmaterial part of the Transferred Assets or any equity securities of Seller or any Messaging Subsidiary, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into with respect to any agreement with other transaction similar to any of the foregoing relating to the Messaging Business, (b) engage in negotiations or (iv) discussions with, or provide non-public any information or data concerning Blade Seller or any Messaging Subsidiary and relating to the Messaging Business to, any Person person (other than Acquiror Purchaser or any of its Affiliates affiliates or Representatives), in each case of (i) through (ivrepresentatives) relating to and in furtherance of an Acquisition Transaction; providedany such transaction, that whether made before or after the execution, delivery and performance date of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect toAgreement, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iiic) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, acquisition agreement or any other agreement relating with respect to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication transaction. From the date hereof until the earlier of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance termination of this Agreement pursuant to Section 9.1 and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shallClosing Date, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party Seller shall notify the other Parties Purchaser as promptly as practicable (practicable, and in any event within 48 hours) in writing of not later than the receipt by such Party or any of its Representatives next day, of any bona fide inquiries, proposals or offersexpressions of interest, requests for information or requests for discussions access to property, books or negotiations with respect torecords, proposals or offers received by Seller, its officers or its directors or, to the best of its knowledge, any other Seller Representatives, from any person that informs Seller that it is considering making, or which is reasonably likely has made, a proposal relating to give rise to or result a transaction described above indicating, in an Acquisition Transaction or Alternate Business Combination Proposalconnection with such notice, the identity name of the party making person who made such inquiryinquiries, proposalexpressions of interest, offer requests, proposals or request for information offers and the material terms and conditions thereof. Each Party of any proposals or offers, and thereafter shall keep the other Parties promptly informed Purchaser informed, on a current basis, of any changes in the status and content of any such inquiries, proposals, offers proposals or requests for informationoffers. Seller agrees that it will take the necessary steps to promptly inform the Seller Representatives of the obligations undertaken in this Section 6.12.
Appears in 1 contract
Sources: Asset Purchase Agreement (Glenayre Technologies Inc)
Exclusivity. From the date of this Agreement through earlier of (a) Blade agrees thatthe Closing Date, during and (b) the Interim Perioddate of termination of this Agreement pursuant to Section 8.1, Blade the Acquired Companies, Seller and each Seller Party shall not, and shall cause the officers, employees, managers, members, representatives, agents, lenders, investment bankers and Affiliates of the Acquired Companies and Seller not taketo, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) discuss, pursue, solicit, knowingly assist initiate or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) otherwise enter into any agreement discussions, agreements or other arrangements regarding, a possible sale or other disposition (whether by sale, merger, reorganization, recapitalization or otherwise) of all or any material part of the Equity Interests or assets of the Acquired Companies with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror Buyer or any of its Affiliates (an “Acquisition Proposal”) or Representatives), provide any information to any third party other than information which is traditionally provided in each case the Ordinary Course of (i) through (iv) relating Business to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation third parties where none of the Transactions shall not Acquired Companies’ officers, managers, members and Affiliates have reason to believe that such information may be deemed a violation of this Section 8.03(a)utilized to evaluate any such possible sale or other disposition. Blade The Acquired Companies, Seller and each Seller Party shall, and shall cause its controlled the officers, managers, members, employees and Affiliates of the Acquired Companies and Representatives Seller and to, (i) immediately cease and cause to be terminated any and all existing contacts, discussions or and negotiations with any Person conducted prior to third parties regarding the date hereof with respect toforegoing, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, and (ii) initiate promptly notify Buyer if any discussions Acquisition Proposal, or negotiations any inquiry or contact with any Person with respect to a Business Combinationthereto, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to subsequently made after the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
and the material terms thereof (c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, including the identity of the third party making such inquiry, proposal, offer or request for information third parties and the specific material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers discussed or requests for informationproposed.
Appears in 1 contract
Exclusivity. During the Pre-Closing Period, the Company shall not (and the Company shall cause its Affiliates, officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors, and other agents not to), directly or indirectly: (a) Blade agrees thatsolicit, during initiate or knowingly encourage (including by way of furnishing any information relating to the Interim PeriodCompany), Blade shall not takeor knowingly induce or knowingly take any other action which could reasonably be expected to lead to the making, nor shall Blade permit submission or announcement of, any proposal or inquiry that constitutes, or could reasonably be likely to lead to, an Acquisition Proposal; (b) other than informing Persons of its controlled Affiliates the provisions contained in this Section 5.5, enter into, continue or Representatives to take, whether directly participate in any discussions or indirectly, any negotiations regarding any Acquisition Proposal or otherwise take any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions knowingly induce any effort or negotiations withattempt to make or implement an Acquisition Proposal; (c) approve, (iii) endorse, recommend or enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, Proposal or any letter of intent, memorandum of understanding or agreement in principle, Contract contemplating an Acquisition Proposal or any other agreement relating requiring the Company to a Business Combination, in each case, other than to abandon or with Blade and terminate its Representatives obligations under this Agreement; or (d) otherwise knowingly facilitate agree, resolve or commit to do any such inquiries, proposals, discussions, or negotiations or any effort by of the foregoing. The Company agrees to notify Parent immediately if any Person relating to or which is intended or is reasonably likely to give rise to or result inmakes any proposal, any offer, inquiry, proposal inquiry or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof contact with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity Proposal and provide Parent with a description of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof, including the identity of such Person. Each Party The Company shall keep immediately cease and cause to be terminated any existing discussions with any Person (other than Parent) concerning any proposal relating to an Acquisition Proposal. With respect to the other Parties promptly informed of Persons with whom discussions or negotiations have been terminated, the status Company shall use its reasonable best efforts to obtain the return or destruction of, in accordance with the terms of any applicable confidentiality agreement, any confidential information previously furnished to any such inquiriesPerson by the Company or any of its officers, proposalsdirectors, offers managers, employees, attorneys, accountants, consultants, financial advisors or requests for informationother agents. The Company shall not release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a party, without the prior written consent of Parent.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatExcept as provided in Section 1(b) below, during for sixty (60) days after the Interim Perioddate of this Agreement (the "Termination Date"), Blade the Company, its subsidiaries and affiliates and their respective directors, officers, advisors, representatives and other agents shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to indirectly (i) solicit, knowingly assist initiate, encourage, facilitate the submission of or knowingly encourageentertain any proposals or offers relating to, (ii) initiateprovide any information to any third party in response to any submissions, knowingly facilitate proposals or engage in discussions or negotiations withoffers relating to, (iii) enter into engage in any agreement negotiations or discussions with any person or entity relating to, or (iv) provide non-public information concerning Blade tootherwise cooperate in any way with any person in connection with (such actions being individually and collectively referred to herein as "Marketing") any acquisition, merger, recapitalization, liquidation, dissolution or any Person (similar transaction involving all or any material portion of the Company, its business or assets or all or any material portion of the Company's capital stock or other equity interests, other than Acquiror the Transaction. The Company shall promptly notify Edgecliff of any such proposals or any of its Affiliates offers made on or Representatives), in each case of (i) through (iv) relating prior to the Termination Date. From and in furtherance of an Acquisition Transaction; provided, that after the execution, delivery and performance date of this Agreement letter until the Termination Date, the Company, its subsidiaries and the affiliates and their respective directors, officers, advisors, representatives and other Transaction Agreements and agents shall not directly or indirectly take any other action (or fail to take any required action) or permit any person on its behalf to take any other action (or fail to take any required action) that would be inconsistent with, delay or adversely affect the consummation of the Transactions Transaction. Nothing contained in this paragraph, however, shall prevent the Company's Board of Directors (the "Board"), if they determine in good faith that their fiduciary duty so requires, from (A) considering a Superior Offer (as defined below) which had not be deemed a violation been directly or indirectly solicited, initiated or encouraged by the Company, its subsidiaries or affiliates, or their respective directors, officers, advisors, representatives and other agents on or after the date of this Section 8.03(a). Blade shallAgreement; provided, however that the Company shall promptly notify Edgecliff (and shall cause continuously update such notification upon Edgecliff's request) of the receipt of any such offer, of the status of the Board's consideration thereof and of any actions taken in connection therewith; provided, further, that the Purchaser does not make, within five (5) days of receipt of the Company's written notification of the intention of the Board to consider such a Superior Offer, an offer that the Board determines, in good faith after consultation with its controlled Affiliates and Representatives tofinancial advisors, immediately cease any and all existing discussions or negotiations with any Person conducted prior is at least as favorable to the date hereof with respect to, stockholders of the Company as the Superior Offer or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(bB) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect providing information to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect third party in response to a Business Combination, Superior Offer or an indication of interest from a third party (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or but not taking any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort action proscribed by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”this Section 1); provided, however that (x) the Board determines that such third party is capable of providing a Superior Offer following receipt of such information, (y) such third party executes a confidentiality agreement in favor of the Company containing substantially the same terms, including the "standstill" provisions, as the confidentiality agreement previously executed by Edgecliff in favor of the Company and (z) the Company shall promptly notify Edgecliff of the request to receive such information and of any action taken in connection with such request including confirmation that the execution, delivery and performance confidentiality agreement has been executed by such third party pursuant to clause (y) of this Agreement and sentence. For purposes of this Agreement, the other Transaction Agreements and term "Superior Offer" shall mean an offer (xx) to purchase the consummation Company or its business or assets or all or substantially all of the Transactions shall not Company's capital stock or other equity that the Board determines in good faith to be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior more favorable to the date hereof with respect to, or which Company and its stockholders than that provided in the Transaction and (yy) that the Board determines is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationa transaction that will actually be consummated.
Appears in 1 contract
Sources: Exclusivity Agreement (Lodgian Inc)
Exclusivity. (a) Blade agrees thatPrior to the Closing or the termination of this Agreement and without the Investor’s prior written consent, during the Interim Period, Blade shall not take, neither Parent nor shall Blade permit any of its controlled Affiliates or Representatives to takeSubsidiaries shall, whether directly or indirectly, take (and Parent shall not authorize or permit any directors, officers or employees of Parent or, to the extent within Parent control, other Affiliates or representatives of Parent or any of its Subsidiaries to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, knowingly assist initiate or knowingly encouragefacilitate any Competing Securities Issuance, (ii) initiateenter into any agreement with respect to any Competing Securities Issuance or enter into any agreement, knowingly facilitate arrangement or engage understanding requiring it to abandon, terminate or fail to consummate any of the Transactions or (iii) participate in any way in discussions or negotiations with, (iii) enter into or furnish any agreement with or (iv) provide non-public information concerning Blade to, any Person (in connection with, or take any other than Acquiror action to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Competing Securities Issuance. Prior to the Closing, Parent shall use reasonable best efforts to take all actions reasonably necessary to ensure that the directors, officers and employees of Parent and any of its Subsidiaries and, to the extent within Parent’s control, other Affiliates or representatives of Parent or any of its Affiliates Subsidiaries, do not take or Representatives), do any of the actions referenced in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance immediately foregoing sentence. Upon execution of this Agreement and prior to the other Transaction Agreements and Closing, unless the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade Investor otherwise consents in writing, Parent shall, if applicable, cease immediately and shall cause its controlled Affiliates and Representatives to, immediately cease to be terminated any and all existing discussions or negotiations with any Person parties conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer heretofore with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person Competing Securities Issuance and promptly request that all confidential information with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter thereto furnished on behalf of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not Parent be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposalreturned.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Sources: Investment Agreement (Shenandoah Telecommunications Co/Va/)
Exclusivity. Immediately after the execution of this Agreement, Seller and the Company shall, and shall cause each Seller Party and the respective officers, directors, employees, investment bankers, attorneys, accountants and other agents of Seller, the Company, the Continuing Subsidiaries, each other Seller Party and each of their Affiliates (acollectively, “Representatives”) Blade agrees thatto cease and terminate any existing activities, during discussions or negotiations with any parties conducted heretofore with respect to any action that would constitute an Acquisition Proposal and shall notify each such Person that it, or any Affiliate, officer, director, investment advisor, financial advisor, attorney or other representative retained by it, no longer seeks or requests the Interim Periodmaking of any Acquisition Proposal, Blade shall not takeand, nor shall Blade permit if permitted, withdraws any Consent theretofore given to the making of its controlled Affiliates or Representatives to takean Acquisition Proposal. No Seller Party shall, whether directly or indirectly, any action to (i) and each Seller Party and their Affiliates shall cause their respective Representatives not to, directly or indirectly, solicit, knowingly assist initiate or knowingly encourage, (ii) initiate, knowingly facilitate or engage in conduct any discussions or negotiations with, (iii) or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort to attempt to, or enter into any agreement with or (iv) provide non-public information concerning Blade tounderstanding with, any Person (other than Acquiror or group of Persons regarding any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions Proposal. Seller shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hourstwo (2) in writing Business Days) notify Buyer of the receipt by such Party any Seller Party, their Affiliates or any of its their respective Representatives of any bona fide inquiries, or proposals or offers, requests for information concerning an Acquisition Proposal. The foregoing restrictions shall not apply to (i) any sale of stock or requests for discussions or negotiations with respect toother equity interests in the Seller, (ii) a merger, consolidation, share exchange, business combination, or which is reasonably likely any other similar transaction involving the Seller (but not directly involving the Company or any Continuing Subsidiary), or (iii) any actions related to give rise to the Transfer or result in an Acquisition Transaction any other sale or Alternate Business Combination Proposal, the identity disposition of the party making such inquiry, proposal, offer Transferred Subsidiaries or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationTransferred Assets.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Alere Inc.)
Exclusivity. (a) Blade agrees thatFrom and after the date of this Agreement until the Closing Date (or the earlier termination of this Agreement), during the Interim PeriodUlysses Holdings and its Subsidiaries shall not, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectlyindirectly through any officer, any action to director, employee, representative or agent of Ulysses Holdings or its Subsidiaries or otherwise: (i) solicit, knowingly assist initiate, or knowingly encourageencourage any inquiries or proposals that constitute, or would reasonably be expected to lead to, a proposal or offer for a merger, consolidation, share exchange, business combination, sale of all or any part of its assets (other than immaterial assets in the ordinary course of business consistent with past practice), sale of shares of capital stock or similar transactions involving Ulysses Holdings or any of its Subsidiaries other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals, a “Ulysses Acquisition Proposal”); (ii) initiateengage or participate in negotiations or discussions concerning, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into provide any agreement with or (iv) provide non-public information concerning Blade to any Person or entity relating to, any Person Ulysses Acquisition Proposal; or (other than Acquiror or any of its Affiliates or Representatives), in each case of (iiii) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives agree to, immediately cease enter into, accept, approve or recommend any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Ulysses Acquisition TransactionProposal.
(b) During the Interim Period, Acquiror Ulysses Holdings shall not take, nor shall it permit notify Tenet as promptly as possible (and no later than 24 hours) after receipt by Ulysses Holdings (or its advisors or Representatives) of any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, Ulysses Acquisition Proposal or any letter request for nonpublic information in connection with a Ulysses Acquisition Proposal or for access to the properties, books or records of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort Ulysses Holdings by any Person relating to or which entity that informs Ulysses Holdings (or its advisors or Representatives) that it is intended considering making, or is reasonably likely to give rise to or result inhas made, any offer, inquiry, proposal or indication a Ulysses Acquisition Proposal. Such notice shall be made in writing and shall indicate in reasonable detail the identity of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement offeror and the other Transaction Agreements terms and the consummation conditions of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shallsuch proposal, and shall cause its Affiliates and Representatives toinquiry or contact, immediately cease any and all existing discussions or negotiations with any Person conducted prior each to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposalextent then known by Ulysses Holdings.
(c) Each Party From and after the date of this Agreement until the Closing Date (or the earlier termination of this Agreement), Tenet shall not, directly or indirectly through any officer, director, employee, representative or agent of the Tenet Contributed Business or otherwise: (i) solicit, initiate, or encourage any inquiries or proposals that constitute, or would reasonably be expected to lead to, a proposal or offer for a merger, consolidation, share exchange, business combination, sale of all or any part of the assets of (other than immaterial assets in the ordinary course of business consistent with past practice), sale of shares of capital stock or similar transactions, principally involving the Tenet Contributed Business other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals, a “Tenet Acquisition Proposal”); (ii) engage or participate in negotiations or discussions concerning, or provide any non-public information to any Person or entity relating to, any Tenet Acquisition Proposal; or (iii) agree to, enter into, accept, approve or recommend any Tenet Acquisition Proposal.
(d) Tenet shall notify the other Parties Ulysses Holdings as promptly as practicable possible (and in any event within 48 no later than 24 hours) after receipt by Tenet (or its advisors or Representatives) of any Tenet Acquisition Proposal or any request for nonpublic information in connection with a Tenet Acquisition Proposal or for access to the properties, books or records of the Tenet Contributed Business by any Person or entity that informs Tenet (or its advisors or Representatives) that it is considering making, or has made, a Tenet Acquisition Proposal. Such notice shall be made in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result and shall indicate in an Acquisition Transaction or Alternate Business Combination Proposal, reasonable detail the identity of the party making such inquiry, proposal, offer or request for information offeror and the material terms and conditions thereof. Each Party shall keep of such proposal, inquiry or contact, each to the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationextent then known by Tenet.
Appears in 1 contract
Sources: Contribution and Purchase Agreement (United Surgical Partners International Inc)
Exclusivity. (a) Blade agrees that, during During the Interim Period, Blade the Company shall not take, nor shall Blade it permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate initiate or engage in discussions or negotiations with, (iii) or enter into any agreement with with, or (iv) encourage, or provide non-public information concerning Blade to, any Person (other than Acquiror Buyer or any of its Affiliates or RepresentativesRepresentatives or the party described on Schedule 9.03 (the “Specified Third Party”) or its Representatives concerning a potential transaction involving the Company and the Specified Third Party (a “Specified Third Party Transaction”)) concerning any purchase of any of the Company’s equity securities or the issuance and sale of any securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of equity securities by the Company from employees of the Company or its Subsidiaries) or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business (each case of (i) through (iv) relating to such acquisition transaction, but excluding the Transactions and in furtherance of any Specified Third Party Transaction, an “Acquisition Transaction”); provided, that that, the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions (or any Specified Third Party Transaction) shall not be deemed a violation of this Section 8.03(a9.03(a). Blade The Company shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) The Company shall use commercially reasonable efforts to keep Buyer reasonably informed in a reasonably timely manner of any material discussions and/or developments in connection with any Specified Third Party Transaction, including the material terms and conditions of any proposed Specified Third Party Transaction and any material amendments or modifications to the terms of such Specified Third Party Transaction (it being understood and agreed that any changes to the purchase price of such Specified Third Party Transaction shall be deemed to be material amendments or modifications). Buyer shall keep such information confidential pursuant to the terms of the Confidentiality Agreement.
(c) Notwithstanding anything to the contrary set forth in this Section 9.03, at any time prior to the Closing Date, the Company may elect to terminate this Agreement pursuant to and subject to the terms of Section 11.01(g) and Section 11.03 in order to enter into a Specified Third Party Definitive Agreement; provided, that, prior to entering into any such Specified Third Party Definitive Agreement, the Company must have delivered notice to Buyer of its intention to enter into such definitive agreement at least three (3) Business Days prior to the taking of such action by the Company.
(d) During the Interim Period, Acquiror Buyer shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal solicit, initiate, continue or offer with respect to a Business Combination, (ii) initiate any engage in discussions or negotiations with any Person with respect to a Business Combinationwith, (iii) or enter into any acquisition agreement, business combination, merger agreement or similar definitive agreementwith, or encourage, respond, provide information to or commence due diligence with respect to, any letter of intentPerson (other than the Company, memorandum of understanding or agreement in principle, its shareholders or any other agreement relating to a Business Combinationof their Affiliates or Representatives), in each caseconcerning, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an a “Alternate Business Combination Proposal”)) other than with the Company, its shareholders and their respective Affiliates and Representatives; provided, that that, the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b9.03(d). Acquiror Buyer shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate a Business Combination Proposal.
(ce) Each Party of Buyer and the Company acknowledges and agrees that, for purposes of determining whether a breach of this Section 9.03 has occurred, the actions of such party’s Affiliates and Representatives shall notify be deemed to be the other Parties as promptly as practicable (actions of such party, and in such party shall be responsible for any event within 48 hours) in writing breach of the receipt this Section 9.03 by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationPersons.
Appears in 1 contract
Sources: Merger Agreement (Mudrick Capital Acquisition Corp. II)
Exclusivity. (a) Blade agrees thatFrom and after the date hereof until the Effective Time or, during if earlier, the Interim Periodvalid termination of this Agreement in accordance with Article IX, Blade to the extent not reasonably expected to be inconsistent with the fiduciary duties of the Parent Board under applicable Law, Parent shall not take, nor and shall Blade permit any cause each of its controlled Affiliates or affiliates and Representatives not to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate continue or engage in discussions or negotiations with, (iii) or enter into any agreement with, or knowingly encourage, respond, provide information to or commence due diligence with or (iv) provide non-public information concerning Blade respect to, any Person person (other than Acquiror the Company, its stockholders or any of its Affiliates their affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; providedconcerning, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is would reasonably likely be expected to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade business combination transaction (an a “Alternate Business Combination Proposal”); provided) other than with the Company, that the execution, delivery its stockholders and performance of this Agreement their respective affiliates and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b)Representatives. Acquiror Parent shall, and shall cause its Affiliates affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person person conducted prior to the date hereof with respect to, or which is would reasonably likely be expected to give rise to or result in, an Alternate a Business Combination Proposal.
(c) Each Party . From and after the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Article IX, Parent shall promptly notify the other Parties as promptly as practicable Company (and in any event within 48 twenty-four (24) hours) in writing of the receipt by such Party of (a) any Business Combination Proposal or (b) any offer, inquiry, proposal or indication of its Representatives of interest that would reasonably be expected to lead to any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, which notice shall include a summary of the material terms and conditions of any Business Combination Proposal (and, if available, a copy of any Business Combination Proposal (redacted as necessary to exclude the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationBusiness Combination Proposal)).
Appears in 1 contract
Sources: Business Combination Agreement (New Beginnings Acquisition Corp.)
Exclusivity. (a) Blade agrees thatFrom and after the Agreement Date until the Effective Time or termination of this Agreement pursuant to Article 8, during the Interim Period, Blade shall not takeCompany will not, nor shall Blade will it authorize or permit any of its controlled Affiliates officers, directors, affiliates or Representatives to takeemployees or any investment banker, whether attorney or other advisor or representative retained by it to, directly or indirectly, any action to (i) solicit, knowingly assist initiate or knowingly encourageinduce the making, submission or announcement of any Acquisition Proposal, (ii) initiate, knowingly facilitate or engage participate in any discussions or negotiations withregarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, (iv) endorse or recommend any Acquisition Proposal, or (v) enter into any agreement with letter of intent or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror similar document or any of its Affiliates contract, agreement or Representatives), in each case of (i) through (iv) commitment contemplating or otherwise relating to any Acquisition Proposal. The Company and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shallits Subsidiaries will, and shall will cause its controlled Affiliates their respective officers, directors, affiliates, employees, investment bankers, attorneys and Representatives other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any Person parties conducted prior to the date hereof heretofore with respect toto any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by an officer or which is reasonably likely director of the Company or any of its Subsidiaries or any investment banker, attorney or other professional advisor of the Company or any of its Subsidiaries shall be deemed to give rise to or result in, an Acquisition Transactionbe a breach of this Section 6.6 by the Company.
(b) During In addition to the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation obligations of the Transactions shall not be deemed a violation of this Company set forth in Section 8.03(b6.6(a). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties Company as promptly as practicable (and in any event within 48 hours) shall advise Parent in writing of the receipt by such Party any Acquisition Proposal or any of its Representatives of any bona fide inquiries, proposals or offers, requests request for nonpublic information or requests for discussions or negotiations with respect to, or other inquiry which is the Company reasonably likely believes could lead to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereofof such Acquisition Proposal (to the extent known), and the identity of the person or group making any such request, inquiry or Acquisition Proposal. Each Party shall The Company agrees to keep the other Parties promptly Parent informed on a current basis of the status and details (including any material amendments or proposed amendments) of any such inquiriesrequest, proposals, offers inquiry or requests for informationAcquisition Proposal.
Appears in 1 contract
Sources: Merger Agreement (Cytyc Corp)
Exclusivity. (a) Blade agrees thatFrom the date of this Agreement until the Closing, during or the Interim Periodearlier termination of this Agreement in accordance with Section 8.1, Blade Rave shall not, and shall not take, nor shall Blade cause or permit any of its controlled Affiliates or Representatives to takerepresentatives to, whether and Rave shall cause its Subsidiaries and its Subsidiaries’ representatives not to, directly or indirectly, any action to : (ia) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, encourage (iii) enter into any agreement with or (iv) provide including by way of furnishing non-public information concerning Blade or assistance) the submission of any proposal or offer from any Person relating to, or enter into or consummate any Person transaction relating to, the acquisition of any membership interests in the Acquired Companies or any merger, recapitalization, share exchange, sale of assets involving the Acquired Companies, the Acquired Theaters or the Acquired Business (other than Acquiror sales of inventory in the ordinary course of business) or any of its Affiliates similar transaction or Representatives), any other alternative to the transactions contemplated hereby or (b) participate in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with regarding, furnish any Person conducted prior to the date hereof information with respect to, assist or which is reasonably likely to give rise to or result participate in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit or facilitate in any of its Affiliates or Representatives to take, whether directly or indirectlyother manner, any action to (i) make any proposal effort or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort attempt by any Person relating to do or which is intended or is reasonably likely to give rise to or result in, seek any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b)foregoing. Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party Rave shall notify the other Parties Buyer orally (within one (1) Business Day) and in writing (as promptly as practicable (practicable, and in any event within 48 hoursno later than three (3) in writing Business Days) of all relevant terms of any inquiry or proposal by a third party to do any of the receipt by such Party foregoing that Rave or any Subsidiary of Rave or any of their respective Affiliates or any of their respective officers, directors, partners, managers, employees, consultants, Affiliates, investment bankers, attorneys, accountants or other advisors or representatives may receive relating to any of such matters. If the inquiry or proposal is in writing, Rave shall deliver to Buyer a copy of such inquiry or proposal together with such written notice. Buyer hereby acknowledges that Rave and its Representatives Subsidiaries have been and will continue to be participating in discussions and negotiations regarding a sale of its business (other than the Acquired Business, the Acquired Companies and the Acquired Theatres) and any bona fide inquiries, proposals or offers, requests for information or requests for such discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making regarding such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party transaction shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationnot violate this Section 5.8.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Carmike Cinemas Inc)
Exclusivity. (a) Blade agrees thatFrom and after the date of this Agreement, during the Interim PeriodCompany shall not, Blade and shall cause each Subsidiary and each of their respective directors, officers, employees, financial advisors, representatives and agents not taketo, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist initiate, engage or knowingly encourageparticipate in or encourage discussion or negotiations with any Person or entity (other than Purchaser) concerning any merger, consolidation, sale of material assets, tender offer for, recapitalization of or accumulation or acquisition of securities issued by Company or any Subsidiary, proxy solicitation, other business combination involving Company or any Subsidiary or any other plan of reorganization of Company or any Subsidiary (including, without limitation, any Employee Stock Ownership Plan structure) (collectively, “Alternative Transaction”), or (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into provide any agreement with or (iv) provide non-public information concerning Blade tothe business, properties or assets of Company or any Subsidiary to any Person or entity (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(aPurchaser). Blade Company shall, and shall cause each of its controlled Affiliates and Representatives Subsidiaries to, immediately cease any and all existing activities, discussions or and negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer other than Purchaser with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement Alternative Transaction and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror Company shall, and shall cause its Affiliates and Representatives Subsidiaries to, continue indefinitely the confirmation hearing for their pending reorganization and liquidation plans involving an Employee Stock Ownership Plan. Company shall immediately cease notify Purchaser of, and shall disclose to Purchaser all details of, any and all existing inquiries, discussions or negotiations with any Person conducted described in the first sentence of this Section 6.10. The provisions of this Section 6.10 are referred to in this Agreement as the “Exclusivity Provisions.”
(b) Notwithstanding the provisions of subsection (a) above, prior to entry of the date hereof with respect toConfirmation Orders, the Debtors may, to the extent required by the Bankruptcy Code, the Bankruptcy Rules, the operation and information requirements of the Office of the United States Trustee, or any orders entered or approvals or authorizations granted by the Bankruptcy Court in the Case during the period prior to Closing (collectively, the “Bankruptcy- Related Requirements”), or to the extent that the board of directors of Company determines, in good faith after consultation with outside legal counsel, that such board’s fiduciary duties under applicable Governmental Rule require it to do so, participate in discussions or negotiations with, and, subject to the requirements of subsection (c) below, furnish information to any Person, entity or group after such Person, entity or group has delivered to the Debtors, in writing, an unsolicited bona fide offer to effect an Alternative Transaction that the board of directors of Company in its good faith judgment determines, after consultation with its independent financial advisors, would result in a transaction more favorable to the stakeholders of the Debtors from a financial point of view than the transactions contemplated hereby and for which financing, to the extent required, is then committed (or which, in the good faith judgment of the board of directors, is reasonably capable of being obtained) and which (in the good faith judgment of the board of directors) is likely to give rise be consummated (a “Superior Proposal”). In the event the Debtors receive a Superior Proposal, nothing contained in this Agreement (but subject to the terms hereof) will prevent the board of directors of Company from approving such Superior Proposal or result inrequesting authorization of such Superior Proposal from the Bankruptcy Court, an Alternate if such board determines, in good faith, after consultation with outside legal counsel, that such action is required by its fiduciary duties under applicable Governmental Rule; and in such case, the board of directors of Company may terminate this Agreement pursuant to Section 11.1(f) hereof; provided, however, that Company shall not terminate this Agreement until at least five (5) Business Combination Days after Purchaser’s receipt of a copy of such Superior Proposal.
(c) Each Party shall Debtors shall, within one (1) Business Day of the occurrence thereof, notify the other Parties as promptly as practicable (Purchaser orally and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely a Superior Proposal. Such notice to give rise to or result Purchaser shall indicate in an Acquisition Transaction or Alternate Business Combination Proposal, reasonable detail the identity of the party making such inquiry, proposal, offer or request for information potential acquirer and the material terms and conditions thereof. Each Party of such Superior Proposal, to the extent known.
(d) Notwithstanding anything to the contrary in this Section 6.10, Company shall keep not, and shall cause each of its Subsidiaries not to, provide any non-public information to a third party unless: (i) Company and its Subsidiaries provide such non-public information pursuant to a non-disclosure agreement entered into subsequent to the other Parties promptly informed date hereof with terms regarding the protection of confidential information at least as restrictive as such terms in the status Confidentiality Agreement or pursuant to confidentiality agreements existing on the date hereof; and (ii) such non-public information has been delivered previously or made available to Purchaser.
(e) Notwithstanding anything to the contrary in this Section 6.10, Company shall be permitted to continue the solicitation of any such inquiries, proposals, offers or requests for informationexpressions of interest in its international operations.
Appears in 1 contract
Sources: Investment and Purchase Agreement
Exclusivity. (a) Blade agrees thatFrom the date of this Agreement until the Closing, during or the Interim Periodearlier termination of this Agreement in accordance with ARTICLE VII, Blade shall the Company will not take(and will cause its Affiliates and Representatives not to) solicit, nor shall Blade permit initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any of its controlled Affiliates inquiries or Representatives proposals by, or provide any information to takeany Person relating to, whether directly or indirectlyenter into or consummate any transaction relating to, any action to (i) solicitany merger or sale of ownership interests in, knowingly assist or knowingly encouragematerial assets of, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror the Company or any of its Affiliates Subsidiaries, or Representatives)a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries, or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the ability of the Company or any of its Subsidiaries to consummate the Transactions contemplated by this Agreement (the transactions in each case of subsections (i) through and (iv) relating to and in furtherance of an Acquisition Transaction; providedii), that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(acollectively “Company Competing Transactions”). Blade shallIn addition, the Company will (and shall will cause its controlled Affiliates and Representatives to, immediately ) promptly cease any and all existing discussions or negotiations with any Person conducted prior heretofore with respect to any Company Competing Transaction. The Company will promptly (and in no event later than 48 hours after becoming aware of such inquiry, proposal, offer or submission) notify Parent if the Company (or, to the date hereof Company’s Knowledge, any of their Affiliates or Representatives) receives any inquiry, proposal, offer or submission with respect toto a Company Competing Transaction (not including the identity of the Person making such inquiry or submitting such proposal, offer or which is reasonably likely to give rise to submission), after the execution and delivery of this Agreement, and will inform Parent of the principal terms of the inquiry, proposal, offer or result in, an Acquisition Transactionsubmission.
(b) During From the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance date of this Agreement and until the other Transaction Agreements and Closing, or the consummation of the Transactions shall not be deemed a violation earlier termination of this Section 8.03(b). Acquiror shallAgreement in accordance with ARTICLE VII, Parent and shall Merger Sub will not (and will cause its Affiliates and Representatives not to) solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, immediately or enter into or consummate any transaction relating to (i) any merger or sale of ownership interests in, or material assets of, Parent or a Subsidiary (including Merger Sub), or a recapitalization, share exchange, or similar transaction with respect to Parent or a Subsidiary or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit Parent or Merger Sub from being able to consummate the Transactions contemplated by this Agreement (the transactions in subsections (i) and (ii), collectively “Parent Competing Transactions”). In addition, Parent and Merger Sub will (and will cause their Affiliates and Representatives to) promptly cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof heretofore with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as any Parent Competing Transaction. Parent and Merger Sub will promptly as practicable (and in any no event within later than 48 hours) in writing hours after becoming aware of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and submission) notify the material terms and conditions thereof. Each Party shall keep Company if Parent or Merger Sub (or, to Parent’s Knowledge, any of their Affiliates or Representatives) receives any inquiry, proposal, offer or submission with respect to a Parent Competing Transaction (not including the other Parties promptly informed identity of the status Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of any such inquiriesthis Agreement, proposalsand will inform the Company of the principal terms of the inquiry, offers proposal, offer or requests for informationsubmission.
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during During the Interim Period, Blade Tempo and the Tempo Blockers shall not take, nor shall Blade Tempo or the Tempo Blockers permit any of its controlled their respective Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate initiate or engage in discussions or negotiations with, (iii) or enter into any agreement with with, or (iv) encourage, or provide non-public information concerning Blade to, any Person (other than Acquiror or FTAC and/or any of its Affiliates or Representatives)) concerning any purchase of all or a material portion of Tempo’s or any Tempo Blocker’s voting, economic or other equity securities or the issuance and sale of any securities of, or membership interests in, Tempo or its Subsidiaries (other than any purchases of equity securities by Tempo from employees of Tempo or its Subsidiaries) or any Tempo Blocker, any merger or sale of substantial assets involving Tempo or its Subsidiaries, other than immaterial assets or assets sold in each case the ordinary course of (i) through (iv) relating to and in furtherance of business or transactions permitted by Section 8.01(d)(each such acquisition or transaction, but excluding the Transactions, an “Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a”). Blade Tempo shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof Original Execution Date with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror FTAC shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal solicit, initiate, continue or offer with respect to a Business Combination, (ii) initiate any engage in discussions or negotiations with any Person with respect to a Business Combinationwith, (iii) or enter into any acquisition agreement, business combination, merger agreement or similar definitive agreementwith, or encourage, respond, provide information to or commence due diligence with respect to, any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, Person (other than to Tempo, the Tempo Blockers and their respective equityholders and/or any of their Affiliates or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiriesRepresentatives), proposalsconcerning, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an a “Alternate Business Combination Proposal”); provided) other than with Tempo, that the executionTempo Blockers and their respective equityholders, delivery Affiliates and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b)Representatives. Acquiror FTAC shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof Original Execution Date with respect to, or which is reasonably likely to give rise to or result in, an Alternate a Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Sources: Business Combination Agreement (Foley Trasimene Acquisition Corp.)
Exclusivity. (a) Blade agrees that, during the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not takeneither Seller or the Company, on the one hand, nor Purchaser, on the other hand, shall, and such Persons shall it permit any cause each of its Affiliates or their respective Representatives not to, without the prior written consent of the other party (which consent may be withheld in the sole and absolute discretion of the party asked to takeprovide consent), whether directly or indirectly, any action to (i) make encourage, solicit, initiate, engage or participate in negotiations with any proposal or offer with respect to a Business CombinationPerson concerning any Alternative Transaction, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or take any other agreement relating action intended or designed to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by the efforts of any Person relating to a possible Alternative Transaction or which is intended (iii) approve, recommend or is reasonably likely to give rise to enter into any Alternative Transaction or result in, any offer, inquiry, proposal contract or indication of interest, written or oral relating agreement related to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that Alternative Transaction. Immediately following the execution, delivery and performance execution of this Agreement Agreement, each of Seller and the Company, on the one hand, and Purchaser, on the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror hand, shall, and shall cause its Affiliates and Representatives toeach of their Representatives, immediately cease to terminate any and all existing discussions discussion or negotiations with any Person conducted prior to Persons other than Seller, the date hereof with respect toCompany or Purchaser, as applicable, concerning any Alternative Transaction. Each of Seller, the Company and Purchaser shall be responsible for any acts or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing omissions of the receipt by such Party or any of its respective Representatives that, if they were the acts or omissions of Seller, the Company or Purchaser, as applicable, would be deemed a breach of such party’s obligations hereunder (it being understood that such responsibility shall be in addition to and not by way of limitation of any bona fide inquiriesright or remedy Seller, proposals the Company or offersPurchaser, requests for information or requests for discussions or negotiations as applicable, may have against such Representatives with respect toto any such acts or omissions). For purposes of this Agreement, the term “Alternative Transaction” means any of the following transactions involving Seller, the Company or Purchaser or their respective Subsidiaries (other than the transactions contemplated by this Agreement or the Additional Agreements or the Luminex Transaction): (A) any merger, consolidation, share exchange, business combination or other similar transaction, or which is reasonably likely to give rise to (B) any sale, lease, exchange, transfer or result in an Acquisition Transaction other disposition of all or Alternate Business Combination Proposala material portion of the assets of any Person, the identity of the party making such inquiry, proposal, offer Company or request for information and the material terms and conditions thereof. Each Party shall keep the its Subsidiaries or any capital stock or other Parties promptly informed of the status equity interests of any such inquiriesPerson, proposalsthe Company or its Subsidiaries in a single transaction or series of transactions (other than, offers or requests for informationwith respect to Purchaser, the PIPE Financing).
Appears in 1 contract
Sources: Stock Purchase Agreement (Global Consumer Acquisition Corp)
Exclusivity. (a) Blade agrees thatExcept for the possible issuance and sale of up to 25,000 shares of the Company's Series C Convertible Preferred Stock to some of the lenders under the Senior Loan Agreement, during the Interim PeriodCompany shall not, Blade and shall cause its Affiliates, employees, investment bankers, attorneys, accountants and other agents not taketo, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate solicit or encourage any inquiries relating to, or the making of any Other Proposal or engage in negotiations or discussions or negotiations with, (iii) enter into or furnish any agreement with or (iv) provide non-public information concerning Blade to, any Person (third party relating to any Other Proposal. As used in this Section 7.8, "Other Proposal" means any proposal made by any Person, other than Acquiror the Purchasers, as a group, to acquire from the Company or any of its Affiliates Affiliates, any convertible preferred stock, any other capital stock or Representativesany securities having equity or profit participation features ("Equity Securities"), or any debt securities in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transactionlieu of, or substitution for, any Equity Securities; provided, that the executionterm "Other Proposal" shall not include (i) any proposed acquisition, delivery and performance by sale, merger or otherwise, of this Agreement and the other Transaction Agreements and the consummation all or substantially all of the Transactions Company's outstanding capital stock or assets or (ii) any proposed stock or asset acquisitions, by sale, merger or otherwise, by the Company or one of its Affiliates which involves the issuance to the sellers by the Company of its capital stock as consideration. The Company shall not be deemed advise the Purchasers in writing of (i) the receipt, directly or indirectly, of any inquiries relating to an Other Proposal promptly following such receipt and (ii) the status of any discussions or negotiations with respect thereto. Following the receipt, directly or indirectly of any Other Proposal (or any inquiry referred to in clause (i) above), the Company shall furnish to the Purchasers either a violation copy of this Section 8.03(asuch Other Proposal (or such inquiry) or a written summary of such Other Proposal (or such inquiry). Blade shallIn addition, the Company shall not, and shall cause its controlled Affiliates Affiliates, employees, investment bankers, attorneys, accountants and Representatives other agents not to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect toactually consummate, or which is reasonably likely enter into any Contractual Obligation or otherwise commit to give rise to consummate, any transaction that includes or result inwould include as any part thereof the acquisition by any Person, an Acquisition Transaction.
(b) During other than the Interim PeriodPurchasers, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that from the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party Company or any of its Representatives of Affiliates, any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect toEquity Securities, or which is reasonably likely to give rise to any debt securities in lieu of or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request substitution for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationEquity Securities.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatDuring the period from the date of this Agreement to the earlier of the Closing Date and the termination of this Agreement in accordance with Article 10, during none of any Designated Company Shareholder, any Designated Company SAR Holder nor the Interim Period, Blade Company shall not take, nor shall Blade permit any of its controlled their respective Affiliates or Representatives (including the Company Securityholders) to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate continue or engage in discussions or negotiations with, (iii) or enter into any agreement with with, or (iv) encourage, respond, provide non-public information concerning Blade to, any Person concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to the sale of the equity interests of the Company or all or substantially all the assets of the Company and the Company Subsidiaries or the Business (a “Company Acquisition Proposal”) other than Acquiror or any of with the Buyer and its Affiliates or and Representatives). Each of the Designated Company Shareholders, in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement Designated Company SAR Holders and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade Company shall, and each shall cause its controlled respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Company Acquisition Proposal. During the period from the date of this Agreement to the earlier of the Closing Date and the termination of this Agreement in accordance with Article 10, if any Designated Company Shareholder, Designated Company SAR Holder or the Company or any of their respective Affiliates or any of their respective Representatives receives any inquiry or proposal with respect to a Company Acquisition Proposal, then the Company shall promptly (and in no event later than twenty four (24) hours after any Designated Company Shareholder, Designated Company SAR Holder or the Company becomes aware of such inquiry or proposal) advise the Buyer orally and in writing of such inquiry or proposal (including the identity of the Person making such inquiry or submitting such proposal, and the terms thereof) and shall not respond to any such inquiry or proposal (except to advise such Person that a prospective purchaser has been granted an Acquisition Transactionexclusive right to negotiate concerning an acquisition of the Company, without identifying the Buyer or its Affiliates).
(b) During The Company represents and warrants to the Interim PeriodBuyer that the Company, Acquiror shall the Company Subsidiaries and their respective Affiliates are not take, nor shall it permit party to or bound by any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a the sale of the equity interests of the Company or all or substantially all the assets of the Company and the Company Subsidiaries or the Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted non-disclosure agreements entered into prior to the date hereof of this Agreement with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposalother prospective third parties.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror Wejo shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal solicit, initiate or offer with respect to a Business Combination, (ii) initiate any engage in discussions or negotiations with any Person with respect to a Business Combinationwith, (iii) or enter into any acquisition agreement, business combination, merger agreement or similar definitive agreementwith, or any letter of intent, memorandum of understanding or agreement in principleencourage, or provide information to, any Person (other agreement relating than VOSO and/or any of its Affiliates or Representatives) concerning any purchase of all or a material portion of Wejo’s equity securities or the issuance and sale of any securities of, or membership interests in, Wejo or its Subsidiaries (other than any purchases of equity securities by Wejo from employees of Wejo or its Subsidiaries, or the issuance of Wejo Shares to a Business CombinationExisting Wejo Equityholders on the exercise, in each caseconversion, exchange or settlement of options, convertible loans made under or pursuant to the Future Fund Convertible Loan Agreement, advanced subscription rights, warrants or other rights to subscribe for or convert any security or debt into Wejo Shares) or any merger, acquisition, amalgamation, share exchange, recapitalization, consolidation, liquidation, dissolution or sale of substantial assets involving Wejo or its Subsidiaries, other than to immaterial assets or with Blade and its Representatives assets sold in the ordinary course of business or transactions permitted by Section 7.01(c) (d) otherwise knowingly facilitate any each such inquiriesacquisition transaction, proposalsbut excluding the Transactions, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination ProposalAcquisition Transaction”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror Wejo shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Acquisition Transaction. Wejo shall notify VOSO of any submissions, proposals or offers made with respect to an Acquisition Proposal as soon as practicable following Wejo’s awareness thereof.
(b) During the Interim Period, VOSO shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than Wejo, its shareholders and/or any of their Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal.
(c”) Each Party other than with Wejo, its shareholders and their respective Affiliates and Representatives. VOSO shall, and shall notify the other Parties as promptly as practicable (cause its Affiliates and in Representatives to, immediately cease any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate in, a Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party VOSO shall keep the other Parties promptly informed of the status notify Wejo of any such inquiriessubmissions, proposals, proposals or offers or requests for informationmade with respect to a Business Combination Proposal as soon as practicable following VOSO’s awareness thereof.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatFrom the date of this Agreement until the Closing, during without the Interim Periodprior written consent of the Buyer, Blade the Company, the Seller Representative and each Seller shall not, and the Company shall cause each Company Subsidiary and the Affiliates and Representatives of the Company and each Company Subsidiary not taketo, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) discuss, pursue, solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate participate in, facilitate, encourage or engage in discussions or negotiations with, (iii) otherwise enter into any agreement with discussions, negotiations, agreements or (iv) provide non-public information concerning Blade other arrangements regarding or which would reasonably be expected to lead to, a possible sale or other disposition (whether by merger, reorganization, recapitalization or otherwise) of all or any Person material part of the capital stock, units or other membership or equity interests or any substantial portion of the assets (other than Acquiror in the ordinary course of business) of the Company or any of Company Subsidiary with any other Person other than the Buyer or its Affiliates (an “Acquisition Proposal”) or Representatives), provide any information to any Person other than the Buyer and its Affiliates and their respective Representatives other than information which is traditionally provided in each case the regular course of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement Company’s and the other Transaction Agreements Company Subsidiaries’ business operations to third parties where the Company and the consummation each Company Subsidiary and their officers, directors and Affiliates do not reasonably believe that such information would likely be utilized to evaluate any Acquisition Proposal. No Seller will vote any of the Transactions shall not be deemed a violation Shares in favor of this Section 8.03(a)any Acquisition Proposal. Blade The Company, the Seller Representative and each Seller shall, and the Company shall cause its controlled each Company Subsidiary and the officers, directors, employees, representatives, agents, investment bankers and Affiliates of the Company and Representatives each Company Subsidiary to, (a) immediately cease and cause to be terminated any and all existing contacts, discussions or and negotiations with any Person conducted prior to other than the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
Buyer and its Affiliates and representatives regarding the foregoing; (b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hoursforty-eight (48) in writing hours from the receipt thereof) (i) notify the Buyer if any Acquisition Proposal, or any inquiry or contact with any Person with respect thereto which has been made as of the receipt by date of this Agreement or is subsequently made, and the details of such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, contact (including the identity of the third party making such inquiryor third parties) and (ii) provide to Buyer copies of any proposals, proposal, offer or request for information written communications and a true and complete summary of the material specific terms and conditions thereof. Each Party shall discussed or proposed; and (c) keep the other Parties promptly Buyer fully informed of on a reasonably prompt basis with respect to the status of the foregoing. The Company and each Seller agree not to, and the Company agrees to cause each Company Subsidiary not to, without the prior consent of the Buyer, release any such inquiriesPerson from, proposalsor waive any provision of, offers any standstill agreement or requests for informationconfidentiality agreement to which any Seller, the Company or any Company Subsidiary is a party.
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during the Interim Period, Blade The Company shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or and negotiations with any Person third parties conducted prior to the date hereof with respect to any Acquisition Proposal (as defined below) and shall not enter into any Contract with respect to any Acquisition Proposal until the earlier of the consummation of the Transactions or the termination of this Agreement pursuant to Section 8.1. Until the earlier of the consummation of the Transactions or the valid termination of this Agreement pursuant to Section 8.1 hereof, neither the Company nor any of its Subsidiaries shall, directly or indirectly, through any Affiliate or any of its or their officers, directors, employees, attorneys, equityholders, financial advisors, accountants or other representatives or agents, directly or indirectly, (i) initiate, solicit, pursue, discuss or encourage any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (ii) continue or engage in negotiations or discussions concerning, or provide any information to any Person relating to, or any Acquisition Proposal other than information to any other Person which is reasonably likely traditionally provided in the regular course of business to give rise third parties where the Company and its officers, directors and Affiliates have no reason to believe that such information may be utilized to evaluate any such Acquisition Proposal, or result in(iii) agree to, an approve or recommend, or otherwise enter into any Contract with respect to, any Acquisition TransactionProposal.
(b) During For purposes of this Agreement, an “Acquisition Proposal” means any proposal, Contract, offer or inquiry by any Person or Persons for or with respect to (regardless how structured) (i) the Interim Period, Acquiror shall not take, nor shall it permit acquisition of twenty percent (20%) or more of any class of the equity interests of the Company or any of its Affiliates Subsidiaries pursuant to a merger, consolidation, dissolution, recapitalization, refinancing or Representatives otherwise, (ii) a transaction pursuant to takewhich the Company issues or would issue, whether or such Person or Persons acquires or would acquire, twenty percent (20%) or more of any class of the equity interests of the Company or any Subsidiary thereof or (iii) a transaction pursuant to which such Person or Persons acquires or would acquire in any manner, directly or indirectly, any action to assets of the Company or any Subsidiary thereof constituting twenty percent (i20%) make or more of the fair market value of the assets of the Company and its Subsidiaries taken as a whole.
(c) Buyer shall immediately cease any proposal or offer with respect to a Business Combination, (ii) initiate any existing discussions or and negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person third parties conducted prior to the date hereof with respect to any Buyer Acquisition Proposal (as defined below) and shall not enter into any Contract with respect to any Buyer Acquisition Proposal until the earlier of the consummation of the Merger or the termination of this Agreement pursuant to Section 8.1. Until the earlier of the consummation of the Transactions or the valid termination of this Agreement pursuant to Section 8.1 hereof, neither Buyer nor Merger Sub shall, directly or indirectly, through any Affiliate or any of its or their officers, directors, employees, attorneys, equityholders, financial advisors, accountants or other representatives or agents, directly or indirectly, (i) initiate, solicit, pursue, discuss, inquire about or make any proposal that constitutes a Buyer Acquisition Proposal, (ii) continue or engage in negotiations or discussions concerning, or provide any information to or request any information from any Person relating to, any Buyer Acquisition Proposal other than information to or from any other Person which is reasonably likely traditionally provided in the regular course of business to give rise third parties where Buyer, Merger Sub and their officers, directors and Affiliates have no reason to believe that such information may be utilized to evaluate any such Buyer Acquisition Proposal, or result in(iii) agree to, an Alternate Business Combination approve or recommend, or otherwise enter into any Contract with respect to, any Buyer Acquisition Proposal.
(cd) Each Party shall notify For purposes of this Agreement, a “Buyer Acquisition Proposal” means any proposal, Contract, offer or inquiry by any Person or Persons for or with respect to (regardless how structured) (i) the other Parties as promptly as practicable acquisition of twenty percent (and in 20%) or more of any event within 48 hours) in writing class of the receipt by such Party equity interests of another Person pursuant to a merger, consolidation, dissolution, recapitalization, refinancing or otherwise, (ii) a transaction pursuant to which another Person issues or would issue, or Buyer, its stockholders or any of its Representatives Subsidiaries acquire or would acquire, twenty percent (20%) or more of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity class of the party making equity interests of such inquiryother Person or (iii) a transaction pursuant to which Buyer or any of its Subsidiaries acquires or would acquire in any manner, proposaldirectly or indirectly, offer any assets of another Person constituting twenty percent (20%) or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed more of the status fair market value of any the assets of such inquiries, proposals, offers or requests for informationother Person.
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during During the Interim Period, Blade the Company shall not take, nor and it shall Blade permit any of direct its controlled Affiliates or and Representatives not to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate continue or engage in discussions or negotiations with, (iii) or enter into any agreement with with, or (iv) knowingly encourage, respond to, or provide non-public information concerning Blade to, any Person (other than Acquiror Quantum or any of its Affiliates or Representatives)) concerning any merger, in recapitalization or similar business combination transaction, or any sale of substantially all of the assets involving the Company and its Subsidiaries, taken as a whole (each case such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”) or (ii) commence, continue or renew any due diligence investigation regarding, or that is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of (i) through (iv) relating interest, written or oral, with respect to, or which is reasonably likely to and in furtherance of give rise to or result in, an Acquisition Transaction; provided, that that, the execution, delivery and performance of this Agreement and the other Transaction Agreements Documents and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a10.03(a). Blade The Company shall, and shall cause direct its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. Furthermore, if the Company, any of its Subsidiaries or any of their respective Representatives receives any inquiry or proposal with respect to an Acquisition Transaction at any time prior to the Closing, then the Company shall promptly (and in no event later than forty eight (48) hours after the Company becomes aware of such inquiry or proposal) (1) advise Quantum orally and in writing of such inquiry or proposal (including the identity of the Person making such inquiry or submitting such proposal, and the terms thereof) and (2) provide Quantum with a copy of such inquiry or proposal, if in writing.
(b) During the Interim Period, Acquiror Quantum shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal solicit, initiate, continue or offer with respect to a Business Combination, (ii) initiate any engage in discussions or negotiations with any Person with respect to a Business Combinationwith, (iii) or enter into any acquisition agreement, business combination, merger agreement or similar definitive agreementwith, or encourage, respond to, provide information to or commence due diligence with respect to, any letter of intentPerson (other than the Company, memorandum of understanding or agreement in principle, its shareholders or any other agreement relating to a Business Combinationof their Affiliates or Representatives), in each caseconcerning, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an a “Alternate Business Combination Proposal”)) other than with the Company, its shareholders and their respective Affiliates and Representatives; provided, that that, the execution, delivery and performance of this Agreement and the other Transaction Agreements Documents and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b10.03(b). Acquiror Quantum shall, and shall cause direct its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate a Business Combination Proposal.
(c) Each Party . If Quantum, any of its Affiliates or any of their respective Representatives receives any inquiry or proposal with respect to a Business Combination Proposal at any time prior to the Closing, then Quantum shall notify the other Parties as promptly as practicable (and in any no event within 48 hourslater than forty eight (48) hours after Quantum becomes aware of such inquiry or proposal) (1) advise the Company orally and in writing of the receipt by such Party inquiry or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, proposal (including the identity of the party Person making such inquiry, inquiry or submitting such proposal, offer or request for information and the material terms thereof) and conditions thereof. Each Party shall keep (2) provide the other Parties promptly informed Company with a copy of the status of any such inquiriesinquiry or proposal, proposals, offers or requests for informationif in writing.
Appears in 1 contract
Sources: Merger Agreement (Quantum FinTech Acquisition Corp)
Exclusivity. (a) Blade agrees thatFrom the date of this Agreement until its termination pursuant to Section 9.1, during neither the Interim PeriodCompanies nor any of their respective Subsidiaries, Blade shall not takeon the one hand, nor shall Blade permit GSL or any of its controlled Affiliates or Representatives respective Subsidiaries, on the other hand, shall, and such Persons shall use reasonable best efforts to takecause each of their respective officers, whether directors, Affiliates, managers, consultant, employees, representatives and agents not to, directly or indirectly, any action to (i) encourage, solicit, knowingly assist initiate, engage or knowingly encourageparticipate in negotiations with any Person concerning any Alternative Transaction, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or take any other agreement relating action intended or designed to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by the efforts of any Person relating to a possible Alternative Transaction or which is intended (iii) approve, recommend or is reasonably likely enter into any Alternative Transaction or any Contract related to give rise to any Alternative Transaction. For purposes of this Agreement, the term “Alternative Transaction” shall mean any of the following transactions involving GSL, the Companies or result inany of their respective Subsidiaries (other than the Mergers): (i) any merger, consolidation, share exchange, business combination or other similar transaction, or (ii) any sale, lease, exchange, transfer or other disposition of a material portion of the assets of GSL, any offerCompany or any of their respective Subsidiaries or 10% or more of any class or series of the capital stock or Equity Interests of GSL, inquiryany Company or any of their respective Subsidiaries in a single transaction or series of transactions. In the event that there is an unsolicited proposal for, proposal or an indication of interesta serious interest in entering into, written an Alternative Transaction, communicated in writing to the Companies or oral relating to GSL or any Business Combination other than with Blade of their respective Subsidiaries, representatives or agents (each, an “Alternate Business Combination Alternative Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions such party shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hoursone (1) Business Day after receipt) advise the other parties to this Agreement orally and in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information Alternative Proposal and the material terms and conditions thereofof any such Alternative Proposal (including any changes thereto) and the identity of the person making any such Alternative Proposal. Each Party The Companies and GSL, as applicable, shall keep the other Parties promptly parties informed on a reasonably current basis of the status of material developments with respect to any such inquiries, proposals, offers or requests for informationAlternative Proposal.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Global Ship Lease, Inc.)
Exclusivity. (a) Blade agrees thatFrom the date of this Agreement until the Closing, during or the Interim Periodearlier termination of this Agreement in accordance with Article 7, Blade shall the Company will not take, nor shall Blade (and will not cause or permit any of Subsidiary or its controlled or their Affiliates or Representatives to) solicit, initiate, facilitate, participate in, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to takeany inquiries or proposals by, whether directly or indirectlyprovide any information to any Person relating to or that could reasonably be expect to lead to, or enter into or consummate any action to transaction relating to, (i) solicitany merger, knowingly assist sale of the Company’s or knowingly encourageits Subsidiaries’ equity interests or a material portion of the Company’s or its Subsidiaries’ assets, or a similar change in control transaction with respect to the Company or any Subsidiary or (ii) initiateany financing, knowingly facilitate or engage in discussions or negotiations withinvestment, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade toacquisition, any Person (other than Acquiror purchase, merger, sale or any of its Affiliates other similar transaction that would restrict, prohibit or Representatives), inhibit the Company’s ability to consummate the Transactions contemplated by this Agreement (the transactions in each case of subsections (i) through and (iv) relating to and in furtherance of an Acquisition Transaction; providedii), that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(acollectively “Competing Company Transactions”). Blade shallIn addition, the Company will, and shall will cause each of its controlled Affiliates Subsidiaries and its and their respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Competing Company Transaction and terminate any such Person’s and such Person’s Representative’s access to any electronic data room. The Company will promptly (and in no event later than 24 hours after becoming aware of such inquiry, proposal, offer or submission) (A) notify Parent if the Company or, to the Company’s Knowledge, any of its Subsidiaries, Affiliates, or Representatives receives any inquiry, proposal, offer or submission with respect to a Competing Company Transaction after the execution and delivery of this Agreement, (B) notify Parent of the identity of the Person making such inquiry or submitting such proposal, offer or submission, and (C) provide Parent with a description of the material terms and conditions of any such Competing Company Transaction or a copy of such inquiry, proposal, offer or submission (in the case of subsections (B) and (C) only, to the extent not prohibited by any applicable non-disclosure agreement entered into prior to the date hereof of the Exclusivity Agreement, to which the Company is a party, as determined in good faith by the Company, in which case the Company shall provide such notice to the maximum extent not prohibited). In the event the Company receives an inquiry, proposal, offer or submission with respect to a Competing Company Transaction, the Company shall not, and shall cause its Subsidiaries and Representatives not to, conduct any further discussions with, provide any information to, or which is reasonably likely enter into negotiations with any Person proposing such Competing Company Transaction. The Company agrees that the rights and remedies for noncompliance with this Section 4.3(a) include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to give rise to or result in, Parent and that money damages would not provide an Acquisition Transactionadequate remedy for such injury.
(b) During From the Interim Perioddate of this Agreement until the Closing, Acquiror shall or the earlier termination of this Agreement in accordance with Article 7, Parent and Merger Sub will not take(and, nor shall it subject to the last sentence of this Section 4.3(b), will not cause or permit any of its their respective Affiliates or Representatives to taketo) solicit, whether directly or indirectlyinitiate, any action to (i) make any proposal or offer with respect to a Business Combinationfacilitate, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combinationparticipate in, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreementinto, or any letter of intentcontinue discussions, memorandum of understanding or agreement in principlenegotiations, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussionstransactions with, or negotiations encourage or respond to any effort by inquiries or proposals by, or provide any information to any Person relating to or which is intended that could reasonably be expect to lead to, or is reasonably likely to give rise to enter into or result in, consummate any offer, inquiry, proposal or indication of interest, written or oral transaction relating to (i) any Business Combination merger, sale of the equity interests of Parent or Merger Sub or a material portion of Parent’s assets, or a similar change in control transaction with respect to Parent or Merger Sub or (ii) any financing, investment, acquisition, purchase, merger, sale or any other than with Blade similar transaction that would restrict, prohibit or inhibit Parent’s ability to consummate the Transactions contemplated by this Agreement (an the transactions in subsections (i) and (ii), collectively “Alternate Business Combination ProposalCompeting Parent Transactions”); provided, however, that if Parent receives from a third-Person a bona fide acquisition proposal involving Parent, then Parent may engage in discussions with such Person if the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation failure to do so would constitute a breach of the Transactions shall not be deemed a violation fiduciary duties of this Section 8.03(b)the board of directors of Parent under applicable Law. Acquiror shallIn addition, Parent will, and shall will cause Merger Sub and each of its Affiliates and their respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof heretofore with respect to, or which is reasonably likely to give rise any Competing Parent Transaction and terminate any such Person’s and such Person’s Representative’s access to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as any electronic data room. Parent will promptly as practicable (and in any no event within 48 hours) in writing later than 24 hours after becoming aware of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information submission) notify the Company if Parent, Merger Sub or, to Parent’s Knowledge, any of its or their Representatives receives any inquiry, proposal, offer or submission with respect to a Competing Parent Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a description of the material terms and conditions thereof. Each Party shall keep of or a copy of such inquiry, proposal, offer or submission to the other Parties promptly informed extent not prohibited by any applicable non-disclosure agreement entered into prior to the date of the status Exclusivity Agreement, to which Parent is a party, as determined in good faith by Parent, in which case Parent shall provide such notice to the maximum extent not prohibited. Parent agrees that the rights and remedies for noncompliance with this Section 4.3(b) include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the Company and that money damages would not provide an adequate remedy for such injury. Notwithstanding anything to the contrary in this Section 4.3(b), the foregoing shall not restrict Parent’s Affiliates (including Affiliates of Sponsor) in any way with respect to the pursuit of any transaction by such inquiries, proposals, offers or requests for informationAffiliates not related to Parent.
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during During the Interim Period, Blade Tempo and the Tempo Blockers shall not take, nor shall Blade Tempo or the Tempo Blockers permit any of its controlled their respective Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate initiate or engage in discussions or negotiations with, (iii) or enter into any agreement with with, or (iv) encourage, or provide non-public information concerning Blade to, any Person (other than Acquiror or FTAC and/or any of its Affiliates or Representatives)) concerning any purchase of all or a material portion of Tempo’s or any Tempo Blocker’s voting, economic or other equity securities or the issuance and sale of any securities of, or membership interests in, Tempo or its Subsidiaries (other than any purchases of equity securities by Tempo from employees of Tempo or its Subsidiaries) or any Tempo Blocker, any merger or sale of substantial assets involving Tempo or its Subsidiaries, other than immaterial assets or assets sold in each case the ordinary course of (i) through (iv) relating to and in furtherance of business or transactions permitted by Section 8.01(d)(each such acquisition or transaction, but excluding the Transactions, an “Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a”). Blade Tempo shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror FTAC shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal solicit, initiate, continue or offer with respect to a Business Combination, (ii) initiate any engage in discussions or negotiations with any Person with respect to a Business Combinationwith, (iii) or enter into any acquisition agreement, business combination, merger agreement or similar definitive agreementwith, or encourage, respond, provide information to or commence due diligence with respect to, any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, Person (other than to Tempo, the Tempo Blockers and their respective equityholders and/or any of their Affiliates or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiriesRepresentatives), proposalsconcerning, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an a “Alternate Business Combination Proposal”); provided) other than with Tempo, that the executionTempo Blockers and their respective equityholders, delivery Affiliates and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b)Representatives. Acquiror FTAC shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate a Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Sources: Business Combination Agreement (Foley Trasimene Acquisition Corp.)
Exclusivity. (a) Blade agrees that, during the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not, shall cause its Subsidiaries not taketo and shall use its reasonable best efforts to cause its and their respective Representatives not to, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make initiate, solicit, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer with respect that constitutes, or could reasonably be expected to result in or lead to, any Business Combination other than the transactions contemplated herein (a “Business CombinationCombination Proposal”), (ii) initiate engage in, continue or otherwise participate in any negotiations or discussions concerning, or negotiations with provide access to its properties, business, assets, books, records or any Person with respect confidential information or data to, any person relating to a any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Business CombinationCombination Proposal, (iii) enter into any acquisition agreementapprove, business combination, merger agreement endorse or similar definitive agreementrecommend, or propose publicly to approve, endorse or recommend, any Business Combination Proposal, (iv) execute or enter into, any letter of intent, memorandum of understanding or understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or any other similar agreement relating to a Business Combination, in each case, other than to for or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than Proposal or (v) propose, resolve or agree to do, or do, any of the foregoing. If a party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with Blade (an “Alternate respect to a Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease Proposal at any and all existing discussions or negotiations with any Person conducted time prior to the date hereof with respect toClosing, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party then such party shall notify the other Parties as promptly as practicable (and in any no event within 48 hourslater than twenty four (24) hours after such party becomes aware of such inquiry or proposal) notify such person in writing of the receipt terms of this Section 8.12. Without limiting the foregoing, it is understood that any violation of the restrictions contained in Section 8.12 by such Party any of Acquiror’s Subsidiaries, or any of Acquiror’s or its Subsidiaries’ respective Representatives acting on Acquiror’s or one of any bona fide inquiriesits Subsidiaries’ behalf, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely shall be deemed to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity be a breach of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.this Section 8.12
Appears in 1 contract
Exclusivity. (a) Blade agrees thatFrom and after the date of this Agreement, during the Interim PeriodCompany shall not, Blade and shall cause each Subsidiary and each of their respective directors, officers, employees, financial advisors, representatives and agents not taketo, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist initiate, engage or knowingly encourageparticipate in or encourage discussion or negotiations with any Person or entity (other than Purchaser) concerning any merger, consolidation, sale of material assets, tender offer for, recapitalization of or accumulation or acquisition of securities issued by Company or any Subsidiary, proxy solicitation, other business combination involving Company or any Subsidiary or any other plan of reorganization of Company or any Subsidiary (including, without limitation, any Employee Stock Ownership Plan structure) (collectively, "Alternative Transaction"), or (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into provide any agreement with or (iv) provide non-public information concerning Blade tothe business, properties or assets of Company or any Subsidiary to any Person or entity (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(aPurchaser). Blade Company shall, and shall cause each of its controlled Affiliates and Representatives Subsidiaries to, immediately cease any and all existing activities, discussions or and negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer other than Purchaser with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement Alternative Transaction and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror Company shall, and shall cause its Affiliates and Representatives Subsidiaries to, continue indefinitely the confirmation hearing for their pending reorganization and liquidation plans involving an Employee Stock Ownership Plan. Company shall immediately cease notify Purchaser of, and shall disclose to Purchaser all details of, any and all existing inquiries, discussions or negotiations with any Person conducted described in the first sentence of this Section 6.10. The provisions of this Section 6.10 are referred to in this Agreement as the "Exclusivity Provisions."
(b) Notwithstanding the provisions of subsection (a) above, prior to entry of the date hereof with respect toConfirmation Orders, the Debtors may, to the extent required by the Bankruptcy Code, the Bankruptcy Rules, the operation and information requirements of the Office of the United States Trustee, or any orders entered or approvals or authorizations granted by the Bankruptcy Court in the Case during the period prior to Closing (collectively, the "Bankruptcy-Related Requirements"), or to the extent that the board of directors of Company determines, in good faith after consultation with outside legal counsel, that such board's fiduciary duties under applicable Governmental Rule require it to do so, participate in discussions or negotiations with, and, subject to the requirements of subsection (c) below, furnish information to any Person, entity or group after such Person, entity or group has delivered to the Debtors, in writing, an unsolicited bona fide offer to effect an Alternative Transaction that the board of directors of Company in its good faith judgment determines, after consultation with its independent financial advisors, would result in a transaction more favorable to the stakeholders of the Debtors from a financial point of view than the transactions contemplated hereby and for which financing, to the extent required, is then committed (or which, in the good faith judgment of the board of directors, is reasonably capable of being obtained) and which (in the good faith judgment of the board of directors) is likely to give rise be consummated (a "Superior Proposal"). In the event the Debtors receive a Superior Proposal, nothing contained in this Agreement (but subject to the terms hereof) will prevent the board of directors of Company from approving such Superior Proposal or result inrequesting authorization of such Superior Proposal from the Bankruptcy Court, an Alternate if such board determines, in good faith, after consultation with outside legal counsel, that such action is required by its fiduciary duties under applicable Governmental Rule; and in such case, the board of directors of Company may terminate this Agreement pursuant to Section 11.1(f) hereof; provided, however, that Company shall not terminate this Agreement until at least five (5) Business Combination Days after Purchaser's receipt of a copy of such Superior Proposal.
(c) Each Party shall Debtors shall, within one (1) Business Day of the occurrence thereof, notify the other Parties as promptly as practicable (Purchaser orally and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely a Superior Proposal. Such notice to give rise to or result Purchaser shall indicate in an Acquisition Transaction or Alternate Business Combination Proposal, reasonable detail the identity of the party making such inquiry, proposal, offer or request for information potential acquirer and the material terms and conditions thereof. Each Party of such Superior Proposal, to the extent known.
(d) Notwithstanding anything to the contrary in this Section 6.10, Company shall keep not, and shall cause each of its Subsidiaries not to, provide any non-public information to a third party unless: (i) Company and its Subsidiaries provide such non-public information pursuant to a non-disclosure agreement entered into subsequent to the other Parties promptly informed date hereof with terms regarding the protection of confidential information at least as restrictive as such terms in the status Confidentiality Agreement or pursuant to confidentiality agreements existing on the date hereof; and (ii) such non-public information has been delivered previously or made available to Purchaser.
(e) Notwithstanding anything to the contrary in this Section 6.10, Company shall be permitted to continue the solicitation of any such inquiries, proposals, offers or requests for informationexpressions of interest in its international operations.
Appears in 1 contract
Sources: Investment and Purchase Agreement (Danielson Holding Corp)
Exclusivity. (a) Blade agrees that, during During the Interim Period, Blade (x) Acquiror shall not takenot, nor shall Blade permit any cause each of its controlled Affiliates or Representatives to takeand Subsidiaries and their respective representatives not to, whether directly or indirectly, any action to (i) encourage, solicit, knowingly assist initiate, facilitate or knowingly encourage, continue inquiries regarding a Business Combination Proposal; (ii) initiate, knowingly facilitate or engage in enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Business Combination Proposal; or (iii) enter into any agreement with agreements or other instruments (ivwhether or not binding) provide non-public information concerning Blade toregarding a Business Combination Proposal, any Person and (other than y) Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating shall immediately cease and cause to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shallterminated, and shall cause direct its controlled Affiliates and Representatives to, all of its and their representatives to immediately cease any and cause to be terminated, all existing discussions or negotiations with any Person Persons (other than the other party hereto and its representatives) conducted prior to the date hereof heretofore with respect to, or which is reasonably likely that could lead to, any Business Combination Proposal; provided, that the foregoing shall not restrict Acquiror from responding to give rise unsolicited inbound inquiries to or result in, an Acquisition Transactionthe extent required for the Acquiror Board to comply with its fiduciary duties.
(b) During the Interim Period, Acquiror the Company shall not takenot, nor shall it permit any cause each of its Affiliates or Representatives to takeand Subsidiaries and their respective representatives not to, whether directly or indirectly, any action to (i) make any proposal encourage, solicit, initiate, facilitate or offer with respect to continue inquiries regarding a Business Combination, Company Acquisition Proposal; (ii) initiate any enter into discussions or negotiations with with, or provide any information to, any Person with respect to concerning a Business Combination, possible Company Acquisition Proposal; or (iii) enter into any acquisition agreement, business combination, merger agreement agreements or similar definitive agreement, other instruments (whether or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating not binding) regarding a Company Acquisition Proposal. The Company shall immediately cease and cause to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shallterminated, and shall cause direct its Affiliates and Representatives to, all of its and their representatives to immediately cease any and cause to be terminated, all existing discussions or negotiations with any Person Persons (other than the other party hereto and its representatives) conducted prior to the date hereof heretofore with respect to, or which is reasonably likely to give rise to that could lead to, any Company Acquisition Proposal. For purposes hereof, “Company Acquisition Proposal” means any inquiry, proposal or result inoffer concerning a merger, an Alternate Business Combination Proposal.
consolidation, liquidation, recapitalization, share exchange or other transaction involving the sale, lease, exchange or other disposition of more than fifteen percent (c15%) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party properties or assets or equity interests of the Company or any of its Representatives of Subsidiaries (other than any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationCompany Financing).
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b1) During the Interim Period, Acquiror shall each Vendor and each Guarantor agrees that it will not, and will cause the Target Corporations and its and their directors, officers, managers, members, employees, agents, consultants, lenders, financing sources, advisors or other representatives, including legal counsel, accountants and financial advisors, not taketo, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectlyindirectly (a) propose, entertain, solicit, initiate or encourage any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information contact from any Person (other than Purchaser and its affiliates and representatives) relating to any transaction involving (i) the sale of any shares or other ownership interest or any assets (other than the sale of inventory in the Ordinary Course) or debt of a Target Corporation, including the Purchased Shares, the Holigen Nominee Share, and the material terms Nominee Share, (ii) any acquisition, divestiture, merger, share or unit exchange, consolidation, redemption, financing or similar transaction involving a Target Corporation, or (iii) any similar transaction or business combination involving a Target Corporation (in each case, an “Acquisition Proposal”), or (b) participate in any discussion or negotiation regarding, or furnish any information with respect to, or assist or facilitate in any manner, any Acquisition Proposal or any attempt to make an Acquisition Proposal.
(2) The Vendors and conditions thereof. Each Party the Guarantors shall, and shall keep cause the other Parties promptly informed Target Corporations to, immediately cease, and cause to be terminated, any and all contacts, discussions and negotiations with third parties regarding any of the status foregoing, and the Vendors will notify the Purchaser immediately if any Person makes any proposal, offer, inquiry or contact related to an Acquisition Proposal and provide Purchaser with the details thereof (including the Person making such offer, inquiry or contact and a copy of all written communication in connection therewith) and their response thereto. The Vendors and Guarantors shall also immediately cease any access granted to any third party to any information or data room containing any information relating to the Target Corporations, and shall request such inquiries, proposals, offers or requests for informationthird parties to return all such information to the Target Corporations.
Appears in 1 contract
Exclusivity. (Throughout the Term, ▇▇▇▇▇▇▇, ▇▇ and the Manager shall, in good faith, agree to work exclusively with each other on the provision of the Taxicab Services and other ancillary services related to the taxicab industry including advertising, insurance and technology products and services. For the avoidance of doubt, this shall include all activities directly relating to the operation of Medallions. Additionally,
a) Blade So long as DePalma owns Medallions, directly or indirectly through subsidiaries, DePalma agrees thatthat all Medallions owned by DePalma or its Affiliates shall be subject to this Agreement and operated by the Company (the “▇▇▇▇▇▇▇ Owned Medallions”).
b) So long as KE, during the Interim PeriodManager, Blade shall not take, nor shall Blade permit and/or any of its controlled or their Affiliates or Representatives to take, whether directly or indirectly(including for this Section 2(b), any action family members of the Manager or family members of any direct or indirect owner of KE) has a direct or indirect ownership in Medallions (collectively, the “KE Medallion Owners”), KE and the Manager agree that all such Medallions (collectively the “KE Owned Medallions” and together with the ▇▇▇▇▇▇▇ Owned Medallions, the “Owned Medallions”) shall be subject to this Agreement and operated by the Company.
c) KE shall cause [***] to assign and transfer its existing Medallion Lease Contracts to the Company (i) solicitthe “Leased Medallions”). Further, knowingly assist or knowingly encourageeach Medallion Lease Contract assigned and transferred to Company shall be on terms reasonably acceptable to the Parties. Neither KE, (ii) initiate[***], knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror the Manager or any of its or their Affiliates (including for this Section 2(c). any family members of the Manager or Representativesany family members of any direct or indirect owner of KE or [***]) shall enter into a Medallion Lease Contract other than one that is entered into with the Company.
d) Notwithstanding this Section 2, the Parties hereby further agree, that if at any time after the Ramp-Up Period (as defined below), (a) the Company is unable to accept additional Owned Medallions or (b) Monthly Cash Net Income (as defined below) per Owned Medallion is less than $[***] (the “Profitability Test”) for a period of six (6) consecutive months, then ▇▇▇▇▇▇▇ shall have the right, but not the obligation to place a portion of the ▇▇▇▇▇▇▇ Owned Medallions (the “Removed Medallions”) with another provider of Taxicab Services, under a short- or long-term agreement, in each case order to ensure the Company’s compliance with any Profitability Test; provided that the Removed Medallions shall be selected by DePalma in equal proportion to the type of Medallions (iincluding any WAV, hybrid or other Medallions) through (iv) relating to and in furtherance of an Acquisition Transactionthat then comprise ▇▇▇▇▇▇▇ Owned Medallions; provided, further, that DePalma shall have the executionright to purchase, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall if not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions already owned by DePalma or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any one of its Affiliates or Representatives to takeAffiliates, whether directly or indirectlyat fair market value, any action to (i) make any proposal or offer with respect to vehicle on which a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which Removed Medallion is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposalthen affixed.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Sources: Operation Services Agreement (Marblegate Capital Corp)
Exclusivity. (a) Blade The Permanent Pipeline Easement and the rights and privileges granted herein appurtenant thereto, are exclusive to Grantee as to the conveyance, collection, gathering, transmittal and distribution of natural gas; the construction, installation, and operation of natural gas pipeline(s), appurtenances, and facilities; for the construction, installation, and operation of water pipelines and related appurtenances and facilities; and the conveyance, collection, transmittal, and distribution of water in support of gas drilling operations. Grantor expressly covenants and agrees that, during the Interim Periodwhile this Agreement is in effect, Blade Grantor shall not takegrant any other rights-of-way, nor shall Blade permit easements, agreements, leases, licenses, permits, permissions, covenants, conditions, servitudes, grants, rights, or the like on, above, under, within, across, or that cross the Easements and the Property that are in any way related to the conveyance, collection, gathering transmittal and distribution of its controlled Affiliates natural gas; the construction, installation, and operation of natural gas pipeline(s), appurtenances and facilities; for the construction, installation, and operation of water pipelines intended to support of natural gas operations and related facilities; and the conveyance, collection, transmittal, and distribution of water to be used in support of natural gas drilling operations. Should Grantor sell, transfer or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror assign the Property or any of its Affiliates rights or Representatives)obligations under this Agreement, or any interest herein or therein, any such buyer, transferee, assignee, or the like shall acknowledge in each case writing the assumption of all of Grantor's obligations (iincluding the terms of this Section) through (ivin and under this Agreement. However, notwithstanding anything to the contrary above, and solely related to water, Grantor hereby expressly retains and reserves for itself only the right to gather, collect, and sell water as long as this reserved activity does not interfere with Grantee's Pipeline(s) relating activities and operations or any of the rights and privileges granted unto Grantee herein. Further, the Permanent Pipeline Easement shall be exclusive only as to the usage of the Permanent Pipeline Easement for natural gas and water pipelines and in furtherance all other respects it shall be non-exclusive, thereby permitting the Township the rights to use the Property and Permanent Pipeline Easement for the purpose of an Acquisition Transaction; providedother easements and the placement of utilities, including but not limited to petroleum and water distribution pipelines, with the Township recognizing that the execution, delivery Permanent Pipeline Easement granted to Grantee shall be considered the dominant of any such easements. The water Pipeline(s) to be installed and performance of this Agreement maintained by the Grantee will carry only source water as may be needed to support operations and the other Transaction Agreements and the consummation of the Transactions they shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions used to transport fracking or negotiations with any Person conducted prior to the date hereof with respect to, other waste waters or which is reasonably likely to give rise to waste materials or result in, an Acquisition Transactionsubstances.
(b) During Grantor reserves and has the Interim Periodright to use the surface of the Easement Area for purposes not related to the construction, Acquiror installation, and operation of natural gas and water pipelines, appurtenances, and related facilities and the conveyance of natural gas and water on, under, within and along the length of the Easement Area and the Property, and which do not interfere with or prevent the construction, maintenance, use and operation of the Pipeline(s), including, without exception, usage of the Easement Area as public road or recreational trail with related drainage facilities. However, notwithstanding anything to the contrary herein, Grantor expressly acknowledges and agrees that, for safety reasons, Grantor shall not takehave the right to access, nor shall it permit use, enjoy, or otherwise be permitted to be on the Easement Area or the Construction Easement during Grantee's active period of operations, including, but not limited to, during Grantee's clearing, excavating, construction, installation, testing, maintenance, inspection, repairing, replacing, and removal operations without Grantee’s consent. Grantor acknowledges and agrees that Grantor will not inhibit or interfere with Grantee in the proper exercise of any of its Affiliates Grantee's rights as granted in this Agreement. Moreover, Grantor also agrees not to change or Representatives to take, whether directly or indirectly, any action to (ialter the depth of cover over Pipeline(s) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposalrelated appurtenances.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not takeneither Seller nor the Company, on the one hand, nor Purchaser, on the other hand, shall, and such Persons shall it permit any cause each of its Affiliates or their respective Representatives not to, without the prior written consent of the other party (which consent may be withheld in the sole and absolute discretion of the party asked to takeprovide consent), whether directly or indirectly, any action to (i) make encourage, solicit, initiate, engage or participate in negotiations with any proposal or offer with respect to a Business CombinationPerson concerning any Alternative Transaction, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or take any other agreement relating action intended or designed to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by the efforts of any Person relating to a possible Alternative Transaction or which is intended (iii) approve, recommend or is reasonably likely to give rise to enter into any Alternative Transaction or result in, any offer, inquiry, proposal contract or indication of interest, written or oral relating agreement related to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that Alternative Transaction. Immediately following the execution, delivery and performance execution of this Agreement Agreement, each of Seller and the Company, on the one hand, and Purchaser, on the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror hand, shall, and shall cause each of its Affiliates and Representatives toRepresentatives, immediately cease to terminate any and all existing discussions discussion or negotiations with any Person conducted prior to Persons other than Seller, the date hereof with respect toCompany or Purchaser, as applicable, concerning any Alternative Transaction. Each of Seller, the Company and Purchaser shall be responsible for any acts or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing omissions of the receipt by such Party or any of its respective Representatives that, if they were the acts or omissions of Seller, the Company or Purchaser, as applicable, would be deemed a breach of such party’s obligations hereunder (it being understood that such responsibility shall be in addition to and not by way of limitation of any bona fide inquiriesright or remedy Seller, proposals the Company or offersPurchaser, requests for information or requests for discussions or negotiations as applicable, may have against such Representatives with respect to, to any such acts or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposalomissions). For purposes of this Agreement, the identity term “Alternative Transaction” means any of the party making such inquiryfollowing transactions involving Purchaser, proposalCompany or its Subsidiaries (other than the transactions contemplated by this Agreement or the Additional Agreements or the LifeCo Transaction): (A) any merger, offer consolidation, share exchange, business combination or request for information and the other similar transaction or (B) any sale, lease, exchange, transfer or other disposition or acquisition of all or a material terms and conditions thereof. Each Party shall keep the other Parties promptly informed portion of the status assets of any such inquiriesPerson, proposalsthe Company or its Subsidiaries or any capital stock or other equity interests of any Person, offers the Company or requests for informationits Subsidiaries in a single transaction or series of transactions (other than (i) with respect to the Company Group, the dissolution of the Dormant Subsidiaries or (ii) with respect to Purchaser, the PIPE Financing).
Appears in 1 contract
Sources: Stock Purchase Agreement (Global Consumer Acquisition Corp)
Exclusivity. (a) Blade From the Effective Date until the earlier of the Closing Date or the termination of this Agreement, Seller agrees thatthat it will not, during the Interim Periodand will cause its Affiliates not to, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) encourage, solicit, knowingly assist initiate, facilitate or knowingly encourage, continue inquiries regarding an Acquisition Proposal; (ii) initiate, knowingly facilitate or engage in enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreement with agreements or other instruments (ivwhether or not binding) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of regarding an Acquisition Transaction; provided, that the execution, delivery Proposal. Seller shall immediately cease and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not cause to be deemed a violation of this Section 8.03(a). Blade shallterminated, and shall cause its controlled Affiliates (including the Company) and all of its and their Representatives to, to immediately cease any and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted prior to the date hereof heretofore with respect to, or which is reasonably likely to give rise to or result inthat could lead to, an Acquisition Transaction.
Proposal. Notwithstanding anything to the contrary herein, Seller, its Affiliates and its and their respective Representatives may respond to any unsolicited proposal regarding an Acquisition Proposal by indicating that Seller and the Acquired Companies are subject to an exclusivity agreement and are unable to provide any information related to the Acquired Companies or the Business or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Proposal for as long as this Agreement remains in effect. For purposes hereof, “Acquisition Proposal” will mean any inquiry, proposal or offer from any Person (b) During the Interim Period, Acquiror shall not take, nor shall it permit other than Buyer or any of its Affiliates Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, equity exchange or Representatives to takeother business combination transaction directly or indirectly involving Seller or the Acquired Companies; (ii) the issuance or acquisition, whether directly or indirectly, of any action to (i) make any proposal equity securities in Seller or offer with respect to a Business Combination, (ii) initiate any discussions the Acquired Companies; or negotiations with any Person with respect to a Business Combination, (iii) enter into the sale, lease, exchange or other disposition of any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation material portion of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing Company’s Assets outside of the receipt by such Party or any ordinary course of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationbusiness.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (New Jersey Resources Corp)
Exclusivity. (a) Blade agrees thatNeither Sellers nor the Company shall, during and Sellers and the Interim PeriodCompany shall cause each of their respective Affiliates, Blade shall representatives, officers, employees, directors or agents not taketo, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) submit, solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate encourage or engage in discussions discuss any proposal or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, offer from any Person (other than Acquiror Buyer and its Affiliates in connection with the transactions contemplated hereby) or enter into any agreement or accept any offer relating to or consummate any (a) reorganization, liquidation, dissolution or recapitalization of the Company or any of its Affiliates Subsidiaries, (b) merger or Representativesconsolidation involving the Company or any of its Subsidiaries, (c) purchase or sale of equity securities (or any rights to acquire, or securities convertible into or exchangeable for, any such equity securities) (other than as contemplated by Section 6.11 hereunder) or all or substantially all of the assets of the Company or any of its Subsidiaries (other than the purchase and sale of inventory and capital equipment in the ordinary course of business consistent with past custom and practice), or (d) similar transaction or business combination involving the Company or any of its Subsidiaries or their business or assets (each of the foregoing transactions described in each case of clauses (ia) through (ivd), a "Company Transaction") relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease or (ii) furnish any and all existing discussions or negotiations with any Person conducted prior to the date hereof information with respect to, assist or which is reasonably likely participate in or facilitate in any other manner any effort or attempt by any Person (other than Buyer and its Affiliates) to give rise do or seek to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit do any of its Affiliates the foregoing. Sellers and the Company agree to notify Buyer promptly if any Person makes any bona fide proposal, offer, inquiry or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer contact with respect to a Business Combination, (ii) initiate Company Transaction. If any discussions of the provisions of this Section 4.8 are breached and the transactions contemplated hereby are not consummated for any reason and Sellers or negotiations with any Person with respect to a Business Combination, (iii) the Company enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter a Company Transaction within 12 months of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance termination of this Agreement and with a Person with whom the other Transaction Agreements and Company had discussions or to whom the consummation of the Transactions shall not be deemed a violation Company provided information in breach of this Section 8.03(b)4.8, the Company shall promptly reimburse Buyer and its Affiliates for all reasonable out-of-pocket fees and expenses incurred before or after the date of this Agreement by Buyer and its Affiliates related to the transactions contemplated hereby, including reasonable fees and expenses of legal counsel, accountants and other consultants and advisors retained by Buyer and its Affiliates in connection with the transactions contemplated hereby. Acquiror shallThe foregoing provisions are in addition to, and shall cause not in derogation of, any statutory or other remedy that Buyer and its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposalmay have for a breach of this Section 4.8.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Sources: Purchase and Exchange Agreement (HealthSpring, Inc.)
Exclusivity. From the date of this Agreement through the Closing Date or the date of termination of this Agreement pursuant to Section 10.1 (awhichever first occurs), the Company, its Subsidiary, and each Shareholder shall not, and shall cause the officers, directors, managers, employees, consultants, advisors, representatives, agents, lenders, and Affiliates (collectively “Agents”) Blade agrees thatof the Company and each Shareholder (including the Subsidiary of the Company) not to, during the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) discuss, pursue, solicit, knowingly assist initiate or knowingly encourage, (ii) initiate, knowingly facilitate otherwise enter into or engage in discussions any discussions, agreements or negotiations withother arrangements regarding, a possible sale or other disposition (iiiwhether by sale, merger, share exchange, reorganization, recapitalization, share issuance, exclusive license, or otherwise) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror of all or any of the share capital or assets of the Company or any Subsidiary of the Company with any Person other than Buyer or its Affiliates (an “Acquisition Proposal”) or provide any information to any third party other than information which has traditionally been provided in the Ordinary Course of Business of the Company and its Subsidiary to third parties where none of the Company or its Affiliates or Representatives)any of their respective Agents have reason to believe that such information may be utilized to Table of Contents evaluate any such Acquisition Proposal or other possible sale or disposition. The Company, in its Subsidiary, and each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade Shareholder shall, and shall cause its controlled Affiliates and Representatives the their respective Agents to, (i) immediately cease and cause to be terminated any and all existing contacts, discussions or and negotiations with third parties regarding any Person conducted prior to Acquisition Proposal or other possible sale or disposition of the date hereof with respect toCompany or any Subsidiary of the Company, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, and (ii) initiate promptly (within two (2) Business Days) notify Buyer if any discussions Acquisition Proposal, or negotiations any inquiry or contact with any Person with respect to a Business Combinationthereto, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to subsequently made after the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
and the material terms thereof (c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, including the identity of the third party making such inquiry, proposal, offer or request for information third parties and the specific material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers discussed or requests for informationproposed).
Appears in 1 contract
Exclusivity. (a) Blade agrees thatFrom the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with the terms and conditions of Article IX, during the Interim Period, Blade Company shall not take(and the Company shall cause its Subsidiaries, nor including the Sellers and the Group Companies and shall Blade permit any of its controlled Affiliates or direct their respective Representatives to takenot to), whether directly or indirectly, (a) solicit, initiate, facilitate or encourage the submission of any action proposal or offer from any third party relating to any direct or indirect, merger, consolidation, reorganization or acquisition of any Equity Interests of the Group Companies, assets of the Group Companies, or the ▇▇▇▇▇▇▇▇ Real Estate Assets, in each case, other than sales of inventory and other assets in the ordinary course of business, assets of the Business or the Group Companies (including any acquisition structured as a merger, consolidation or exchange) (any such proposal or offer, an “Acquisition Proposal”), (b) engage, continue or participate in any discussions or negotiations regarding, or furnish or cause to furnish any information with respect to, any Acquisition Proposal, (c) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal (d) 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 (e) otherwise resolve, propose or agree to do any of the foregoing. Without limiting the generality of the foregoing, the Company shall, and the Company shall cause its Subsidiaries and their respective Representatives to, (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an any Acquisition Transaction.
(b) During the Interim Period, Acquiror Proposal and shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort discontinue access by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating (other than Buyer and its Representatives) to any Business Combination other than with Blade data room (an “Alternate Business Combination Proposal”); provided, that virtual or otherwise) established by the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party Company or any of its Representatives for such purpose, and (ii) promptly notify Buyer orally and in writing of receipt by the Company or any of its Subsidiaries or any of their respective Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in proposal that constitutes an Acquisition Transaction Proposal including the terms hereof, and provide to Buyer a copy of such inquiry or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationif in writing.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatDuring the period from the date of this Agreement through the Closing or the earlier termination of this Agreement pursuant to Article X, during Seller and the Interim PeriodCompany shall not, Blade and shall cause each Target Company and each of their respective directors, officers, employees, investment bankers and other representatives not taketo, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (ia) solicit, knowingly assist initiate or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into encourage the initiation of any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror Acquisition Proposal or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof inquiries with respect toto any Acquisition Proposal, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate participate in any discussions or negotiations with any Person third party regarding, or furnish to any third party any information in connection with, any Acquisition Proposal, (c) approve, endorse or recommend and Acquisition Proposal, or (d) enter into any letter of intent or similar Contract contemplating any Acquisition Proposal. Without limitation to the foregoing, each of Seller and the Company shall, and shall cause each Target Company and each of their respective directors, officers, employees, investment bankers and other representatives to, immediately cease and cause to be terminated all existing discussions, negotiations and other communications with any third party conducted heretofore with respect to any Acquisition Proposal. For purposes of this Agreement, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Purchaser) relating to any (i) a Business Combinationsale of all or a material portion of the assets of any Target Company (other than assets sold in the ordinary course of business), (ii) a sale (including by merger or consolidation) of all or any portion of the equity securities of any Target Company, (iii) enter into tender offer for, or direct or indirect acquisition (whether in a single transaction or a series of related transactions) of all or any acquisition agreementportion of the equity securities of any Target Company, or (iv) merger, consolidation, share exchange, business combination, merger agreement recapitalization, liquidation, dissolution or similar definitive agreement, or transaction involving any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, Target Company; in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort the transactions contemplated by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination ProposalAgreement.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Sources: Securities Purchase Agreement (Applied Industrial Technologies Inc)
Exclusivity. Each of the Company and the Principal Stockholder agrees that, after the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with its terms, it shall not, and it shall cause its respective Subsidiaries and Affiliates not to, and it shall not authorize or permit its and their respective officers, directors, employees, investment bankers, attorneys, accountants, agents, advisors and representatives to, directly or indirectly: (a) Blade agrees that, during the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, or knowingly facilitate or engage encourage the submission of any Acquisition Proposal; (b) participate in any discussions or negotiations withregarding, or furnish to any Person (iiiother than Parent, Merger Sub and their respective representatives) any information with respect to, or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitute, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Subsidiaries of the Company’s securities; or (d) enter into any agreement with or (iv) provide non-public information concerning Blade torespect to any Acquisition Proposal. Without limiting the generality of the foregoing, any Person (other than Acquiror or any each of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement Company and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade Principal Stockholder shall, and shall cause its controlled respective Subsidiaries and Affiliates to, and Representatives shall use its reasonable best efforts to cause its and their respective officers, employees and representatives to, immediately cease and cause to be terminated any and all existing activities, including discussions or negotiations with any Person (other than Parent, Merger Sub and their respective representatives), conducted prior to the date hereof with respect toto any Acquisition Proposal. For purposes of this Section 9.5, “Acquisition Proposal” means any offer or proposal for, or which is reasonably likely to give rise to or result indication of interest in, an Acquisition Transaction.
(b) During the Interim Perioda merger, Acquiror shall not takeconsolidation, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreementstock exchange, business combination, merger agreement reorganization, recapitalization, liquidation, dissolution or other similar definitive agreement, or any letter transaction Table of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that Contents involving the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party Company or any of its Representatives Subsidiaries, any purchase of any bona fide inquiriesat least 5% of the assets of the Company and its Subsidiaries, proposals or offers, requests for information or requests for discussions or negotiations with respect totaken as a whole, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity any capital stock of the party making such inquiryCompany or any of its Subsidiaries, proposal, offer or request for information and other than the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationtransactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (RPX Corp)
Exclusivity. (a) Blade agrees thatFrom the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with its terms, during the Interim PeriodCompany shall not, Blade and shall use its reasonable best efforts to cause its Representatives not taketo, nor shall Blade permit any directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of its controlled Affiliates furnishing or Representatives to takedisclosing information), whether knowingly facilitate, discuss (with a third party) or negotiate, directly or indirectly, any action inquiry, proposal or offer (written or oral) with respect to (i) solicit, knowingly assist or knowingly encourage, a Company Acquisition Proposal; (ii) initiate, knowingly facilitate furnish or engage disclose any non-public information to any Person (other than to the Parties and their respective Representatives) in discussions or negotiations connection with, or that would reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any agreement with or Contract regarding a Company Acquisition Proposal; (iv) provide non-prepare or take any steps in connection with a public information concerning Blade to, offering of any equity securities of the Company (or any Affiliate or successor of the Company); or (v) otherwise knowingly facilitate or knowingly encourage any effort or attempt by any Person (other than Acquiror to do or seek to do any of its Affiliates or Representatives), in each case of the foregoing.
(b) The Company shall (i) through notify Parent promptly upon receipt of any Company Acquisition Proposal, describing the terms and conditions of any such Company Acquisition Proposal in reasonable detail (iv) relating to and in furtherance of an Acquisition Transaction; provided, that including the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation identity of the Transactions shall not be deemed Persons making such Company Acquisition Proposal, unless the Company is bound by any confidentiality obligation prohibiting the disclosure of such identity) and (ii) keep Parent reasonably informed on a violation reasonably current basis of this Section 8.03(a)any material modifications to such offer or information. Blade The Company shall, and shall cause its controlled Affiliates to, and shall authorize and instruct its Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof Execution Date with respect to, or which is reasonably likely to give rise to or result in, an a Company Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Exclusivity. From the date of this Agreement until the earlier of (a) Blade agrees thatthe Closing or (b) the termination of this Agreement pursuant to Section 8.1 (the “Exclusivity Period”), during Sellers will not, will not permit the Interim PeriodAcquired Companies to, Blade shall and will not takeauthorize any officer, nor shall Blade permit any manager, director, Affiliate, employee or agent of its controlled Affiliates Sellers or Representatives to take, whether directly or indirectly, any action the Acquired Companies to (i) solicit, knowingly assist initiate or knowingly encourageencourage the submission of inquiries, proposals or offers from any Person relating to an investment in or any business combination with the Acquired Companies, or the sale of a material portion of the assets and/or equity of the Acquired Companies (a “Competing Transaction”), (ii) initiateenter into or participate in any negotiations, knowingly facilitate or engage in initiate any discussions or negotiations withcontinue any discussions initiated by others, regarding any Competing Transaction, or furnish to any other Person any information with respect to the assets or business of the Acquired Companies for the purpose of pursuing a possible Competing Transaction with another party or (iii) enter into otherwise participate in, assist, facilitate or encourage any agreement with effort or (iv) provide non-public information concerning Blade attempt by any other Person to do any of the foregoing. Sellers will not, and will not permit the Acquired Companies to, directly or indirectly authorize any Person (other than Acquiror Representative to take any action prohibited to Sellers, the Acquired Companies or any the officers, managers, directors, Affiliates, employees, or agents of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement Sellers and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of Acquired Companies under this Section 8.03(a)5.10. Blade shallSellers will, and shall will cause its controlled Affiliates the Acquired Companies, and Representatives toeach of their respective officers, managers, directors, Affiliates, employees, and agents, to immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person Persons (other than Buyer) conducted prior to before the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer this Agreement with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that Competing Transaction for the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation duration of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination ProposalExclusivity Period.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatUntil the earlier of the Closing Date or the termination of this Agreement under ARTICLE VIII, during the Interim PeriodSeller will not (and will cause its Subsidiaries, Blade shall Affiliates, directors, officers, employees, agents and other representatives not take, nor shall Blade permit to) take any of its controlled Affiliates or Representatives to take, whether directly or indirectly, the following actions with any action to Person other than the Buyer: (i) solicit, initiate, authorize, recommend, propose, knowingly assist entertain or knowingly encourageencourage any proposals or offers from, or conduct discussions with or engage in negotiations with any Person relating to any possible Acquisition or Other Transaction; (ii) initiatefurnish or cause to be furnished to any Person, knowingly other than the Buyer, information relating to, or otherwise cooperate with, facilitate or engage in discussions knowingly encourage any effort or negotiations withattempt by any such Person with regard to, any possible Acquisition or Other Transaction or any information relating to the subject matter of the MSA; (iii) enter into any agreement with any Person providing for any Acquisition or Other Transaction; or (iv) provide non-public information concerning Blade toenter into any agreement with any Third Party directly or indirectly relating to the supply to the Seller and its Subsidiaries of any products, services or technologies similar to the Products.
(b) If the Seller or any of its Subsidiaries, Affiliates, directors, officers, employees, agents or other representatives receives any inquiry or proposal relating to an Acquisition or Other Transaction from any Person (other than Acquiror the Buyers) at any time prior to the Closing Date, then the Seller shall promptly (and in no event later than two Business Days after any such inquiry or proposal is received, including any of its Affiliates oral inquiry or Representatives), in each case of proposal) (i) through (iv) relating to advise the Buyer orally and in furtherance writing of an Acquisition Transaction; providedsuch inquiry or proposal (including the identity of the Person making such inquiry or submitting such proposal, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(aterms thereof). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions provide to the Buyer a copy of such inquiry or negotiations with any proposal, if in writing, and (iii) notify such Person in writing that the Seller is subject to an exclusivity agreement with respect to a the sale of the Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and Acquired Assets that prohibits it from considering the consummation bid, expression of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions interest or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposalinformation.
(c) Each Party shall notify the The taking of any action prohibited by this Section 4.4 by any Affiliate, director, officer, employee, agent or other Parties as promptly as practicable (and in any event within 48 hours) in writing representative of the receipt Seller shall be deemed to be a breach of this Section 4.4 by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationSeller.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatFollowing the date hereof, during the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions Selling Shareholders agrees that it shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not takenot, nor shall it permit any of its Affiliates affiliates to, nor shall it authorize any equityholder, officer, director, employee, accountant, counsel, investment banker, financial advisor or Representatives to takeother representative of such Selling Shareholder or any of their respective affiliates to, whether directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to (i) make facilitate any inquiries or the making of any proposal which constitutes or offer with respect may reasonably be expected to lead to, a Business CombinationPurchase Proposal (as defined below) from any person or entity, (ii) initiate or engage in any discussions or negotiations with relating thereto or accept any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Purchase Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror The Selling Shareholder shall, and shall cause its Affiliates affiliates and Representatives representatives to, immediately cease and suspend any and all existing discussions solicitation, initiation, encouragement, activity, discussion or negotiations negotiation with any Person parties conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt heretofore by such Party it or any of its Representatives affiliates or representatives with respect to any Purchase Proposal or which could reasonably be expected to lead to a Purchase Proposal. For purposes of this Agreement, “Purchase Proposal” means any inquiry, proposal or offer from any person or entity (other than the Founders and their respective affiliates or representative) concerning any sale, assignment, pledge, transfer or other disposition of any bona fide inquiriesownership interest, proposals or offers, requests for information or requests for discussions or negotiations with respect tovoting power, or which is reasonably likely investment power in any Sale Shares. In case the Company does not make full payments to give rise to or result the Selling Shareholders as set forth in an Acquisition Transaction or Alternate Business Combination ProposalSchedule 2 before May 20, 2012, the identity exclusivity stated under Section 5 shall expire upon the choice of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationSelling Shareholders.
Appears in 1 contract
Sources: Share Contribution and Purchase Agreement (HQ Global Education Inc.)
Exclusivity. (a) Blade agrees thatSeller and Parent will not, during and will not permit the Interim Period, Blade shall not take, nor shall Blade permit Company or any of its controlled Affiliates respective officers, directors, limited liability company managers, employees or Representatives other agents or representatives of Seller or Parent to, at any time prior to takethe termination of this Agreement under Article X, whether directly or indirectly, any action to (i) solicit, knowingly assist initiate or knowingly encourage, or cooperate with, or enter into any contract, agreement or understanding related to, any Acquisition Proposal, or (ii) initiate, knowingly facilitate discuss or engage in discussions or negotiations concerning any Acquisition Proposal with, (iii) enter into or further disclose any agreement with or (iv) provide non-public information concerning Blade relating to the Business to, any Person (other than Acquiror person or any of its Affiliates or Representatives), entity in each case of (i) through (iv) relating to and in furtherance of connection with an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business CombinationProposal, in each case, other than to or with Blade J&J and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery representatives and performance of this Agreement advisors. Seller and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror Parent shall, and shall cause its Affiliates the Company and Representatives their respective directors, officers, limited liability company managers, employees, agents and representatives to, cease immediately cease any and all existing discussions or negotiations negotiations, if any, with any Person third party conducted prior to the date hereof of this Agreement with respect toto any Acquisition Proposal. Seller and Parent will promptly advise J&J if any Acquisition Proposal is received by the Company, Seller or which is reasonably likely Parent, including the terms thereof. Notwithstanding anything herein to give rise to the contrary, if Seller or result inParent, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives their respective Subsidiaries or representatives receives an inquiry, proposal or offer from any Person or group relating to any transaction other than an Acquisition Proposal, including a sale, purchase, merger, consolidation, combination or other transaction involving Parent (a “Separate Proposal”), then Seller and Parent, and, any of the representatives of any bona fide inquiriesof the foregoing, proposals or offersas applicable, requests for may (i) furnish any information or requests for and other access to any Person making such Separate Proposal and any of its representatives, (ii) engage in discussions or negotiations with respect to, any Person making such Separate Proposal and any of its representatives or which is reasonably likely (iii) enter into any transaction relating to give rise to or result in an Acquisition Transaction or Alternate Business Combination such Separate Proposal. However, the identity existence of a Separate Proposal will not relieve the obligations of Seller and Parent set forth in this Agreement and any Ancillary Document to which Seller or Parent is party, including, selling the Purchased Equity, and conveying the Transferred Intellectual Property and (by the sale of the party making such inquiry, proposal, offer or request for information Purchased Equity) the entirety of the Business and the material assets of the Company, to J&J and the consummation of the other transactions contemplated by this Agreement, in each case, on the terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationset forth in this Agreement.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Golden Entertainment, Inc.)
Exclusivity. (a) Blade agrees thatSeaBridge agrees, during the Interim Periodthat until such time, Blade if any, as this Reorganization Agreement is terminated pursuant to Section 8, it shall not takenot, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, nor shall it permit its Subsidiary to, nor shall it authorize or permit any action to (i) director, officer, employee or agent of, or any investment banker, attorney, accountant or other advisor or representative of SeaBridge or its Subsidiary to, directly or indirectly through another Person, solicit, knowingly assist or knowingly initiate, encourage, (ii) initiateinduce or facilitate the making, knowingly facilitate submission or engage announcement of any Acquisition Proposal, or participate in any discussions or negotiations withregarding, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, furnish to any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof information with respect to, or which is take any other action to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably likely be expected to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectlylead to, any action to (i) make Acquisition Proposal, or approve, endorse or recommend any proposal Acquisition Proposal, or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, acquisition agreement or other document or contract contemplating or otherwise relating to an Acquisition Proposal. UGH Partnerships agree, that until such time, if any, as this Reorganization Agreement is terminated pursuant to Section 8, it shall not, directly or indirectly or shall it authorize or permit any UGH Partner or agent of, or any investment banker, attorney, accountant or other agreement relating to a Business Combinationadvisor or representative of UGH Partnership to, in each casedirectly or indirectly through another Person, other than to solicit, initiate, encourage, induce or with Blade and its Representatives facilitate the making, submission or (d) otherwise knowingly facilitate announcement of any such inquiries, proposals, discussionsAcquisition Proposal, or negotiations or participate in any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with regarding, or furnish to any Person conducted prior to the date hereof any information with respect to, or which is take any other action to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably likely be expected to give rise lead to, any Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal, or enter into any letter of intent, agreement in principle, acquisition agreement or other document or contract contemplating or otherwise relating to or result in, an Alternate Business Combination Acquisition Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Seabridge Freight Corp.)
Exclusivity. (a) Blade agrees that, during During the Interim Restricted Period, Blade shall the Company will not, and will cause its Affiliates and the directors, officers, employees, agents and representatives of each of them not taketo, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, solicit, initiate, respond to, encourage, or provide any action information or negotiate with respect to, any inquiry, proposal or offer from any other party or enter into any contract, agreement or arrangement relating to any equity or equity linked transaction (other than pursuant to bona fide employment benefit plans), or any sale of all or any material part of the Company’s or any Subsidiary’s business or assets, including through any asset sale, exclusive license, merger, reorganization or other form of business combination, or any other transaction that would otherwise be inconsistent in any material respect with the Transactions (each, a “Restricted Transaction”). The Company will promptly (and in any event within two (2) Trading Days) notify the Purchasers in writing describing the initial and all other material contacts (including copies of all written material, and reasonably detailed summary of all material oral contacts) between the Company or a Subsidiary of the Company or any of their respective directors, officers, employees, agents or representatives and any other Person regarding any such inquiry, proposal or offer received on or after the date hereof. Notwithstanding the foregoing, nothing in this Section 4.9 shall limit or restrict the ability of the Company to consummate an Approved Common Issuance or an Approved Preferred Issuance.
(b) Notwithstanding the foregoing clause (a), if the Company receives a Sale of the Company Proposal and the Board reasonably concludes in good faith, after consultation with Company Counsel and a financial advisor of national recognized reputation, that (i) solicitthe failure to consider and negotiate such Sale of the Company Proposal would be inconsistent with fiduciary duties to its stockholders under applicable Law, knowingly assist or knowingly encourage, and (ii) initiatesuch Sale of the Company, knowingly facilitate if consummated is likely to result in the Common Stock holders receiving value in excess of the value of the Common Stock following the transactions contemplated hereby, the Board after giving Purchasers prior written notice of the identity of the third party making such Sale of the Company Proposal, the material terms and conditions of such Sale of the Company Proposal, and the Company’s intention to furnish information to, or engage participate in discussions or negotiations with, the person making such proposal, may, and may authorize and permit the Company’s officers, directors, employees, financial advisors, representatives, or agents to, (i) provide the Offeror with nonpublic information, (ii) participate in discussions and negotiations with the Offeror relating to such Sale of the Company Proposal and (iii) enter into or execute any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) confidentiality agreements relating to and in furtherance of an Acquisition Transactionthereto; provided, that (1) the execution, delivery and performance Company provides the Purchasers with a copy of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall all such information that has not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior been previously provided to the date hereof Purchasers simultaneously with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof Offeror and (2) the Company enters into a confidentiality agreement with respect to, or which is reasonably likely the Offeror on terms (including standstill) no less favorable to give rise to or result in, an Alternate Business Combination Proposalthe Company than those contained in the Confidentiality Agreement.
(c) Each Party shall notify the other Parties as promptly as practicable (and in Prior to making or authorizing any event within 48 hours) in writing public statement with respect to any Sale of the receipt by such Party Company Proposal or any modification, change or withdrawal of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposalthe Recommendation, the identity Company shall provide to Purchasers a written notice (i) that the Board of Directors is prepared to recommend such Sale of the party making such inquiryCompany Proposal or modify, proposalwithdraw or change its Recommendation, offer or request for information (ii) specifying in reasonable detail the consideration and the other material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of such Sale of the status Company Proposal and including a copy of all material written materials provided to or by the Company in connection with such Sale of the Company Proposal, (iii) stating such sale of the Company Proposal meets the requirements of Section 4.9(b) and (iv) identifying the Offeror. The Company shall cooperate and negotiate in good faith with the Purchasers during the three (3) Business Day period following such notice (it being understood that any amendment to the financial terms or any other material term of such inquiriesSale of the Company Proposal shall require a new notice and a new three (3) Business Day period) to make an offer to acquire the Company. If the Purchasers do not make a bona fide written offer (together with reasonable evidence that the Purchasers have or can obtain pursuant to legally binding obligations sufficient funds to consummate such offer) that the Board of Directors determines in its reasonable good faith judgment (after consultation with Company Counsel and a financial advisor of nationally recognized reputation) to be at least as favorable to the holders of Common Stock (other than Purchasers and their respective Affiliates), proposalsfrom a financial point of view, offers as such Sale of the Company Proposal, and the Company has complied with Section 4.9(a) and (b) above, the Board may withhold or requests withdraw its Recommendation and if permitted pursuant to Section 6.1(a)(vii), may terminate this Agreement. The Company agrees that its obligations to consummate the Common Shares Transaction and, if the Stockholder Approval is obtained, to consummate the Preferred Share/Warrant Transactions, shall not be affected by Section 4.9 or any Sale of the Company Proposal.
(d) Without limitation, for informationthe purposes of the foregoing, any communications that discuss the consideration or any other material term or condition of a Sale of the Company Proposal shall be deemed to be material.
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during During the Interim Pre-Closing Period, Blade except for the Contemplated Transactions or as expressly consented to by Parent in writing, the Company and the Company Shareholders shall not, and each shall cause their respective Affiliates and Representatives not taketo, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist encourage or initiate, enter into any Contract, or knowingly encourageencourage the submission of any proposal or offer from any Person relating to the direct or indirect acquisition of any Company Shares or other equity securities of the Company or any material portion of the assets of the Company or its Subsidiaries, whether in an acquisition structured as a merger, consolidation, exchange, sale of assets, sale of shares or other equity interests, or otherwise (ii) initiateany such proposal, knowingly facilitate offer or engage transaction, a “Company Acquisition”), or participate in any discussions or negotiations withregarding, (iii) enter into furnishing any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, assisting or which is reasonably likely to give rise to or result participating in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement knowingly facilitating in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or manner any effort or attempt by any Person relating to do or which is intended or is reasonably likely to give rise to or result in, seek any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions foregoing; provided that no transaction that is permitted under Section 4.2 (Conduct of the Business of the Company) shall not be deemed considered a violation of this Section 8.03(b)“Company Acquisition”. Acquiror The Company shall, and shall cause its Affiliates and Representatives to, immediately (i) cease and cause to be terminated any discussions, negotiations and all existing discussions or negotiations communications with any Person conducted prior (other than Parent and Merger Subs) that relate to any Company Acquisition and promptly request the date hereof destruction or return of any nonpublic information of the Company or any of its Subsidiaries provided to such Person; (ii) request each Person that has received confidential information from any of the Company or its Subsidiaries or any of their respective Representatives at any time during the past 12 months pursuant to a confidentiality or similar agreement in connection with such Person’s consideration of a possible Company Acquisition or investment in the Company or its Affiliates to return or destroy all confidential information previously furnished to such Person by or on behalf of any of the Company or its Subsidiaries; and (iii) prohibit any Third Party from having access to any physical or electronic data room relating to any possible Company Acquisition. Notwithstanding the foregoing or any other provisions of this Agreement, the Company Board may consider and participate in negotiations with respect toto an unsolicited proposal or offer relating to a Company Acquisition that did not, directly or which is reasonably likely indirectly, result from any breach of this Section 4.4(a) (Exclusivity) where the Company Board determines in good faith, after consultation with outside legal counsel, that a failure to give rise take such action with respect to such offer or result inproposal as applicable, an Alternate Business Combination Proposal.
(c) Each Party would constitute a breach of its fiduciary duties under applicable Law; provided that the Company shall notify the other Parties as promptly as practicable (and in any event within 48 hourstwo Business Days) (a) notify Parent if any inquiry, proposal or offer with respect to a Company Acquisition, or any inquiry, proposal or offer that would reasonably be expected to lead to a Change in writing of Recommendation, is received by the receipt by such Party Company or any of its Representatives of any bona fide inquiriesRepresentatives, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, including the identity of the party Person or group of Persons making such inquiry, proposalproposal or offer, (b) keep Parent reasonably informed of any material developments, discussions or negotiations regarding such inquiry, proposal or offer or (including any changes to the terms thereof) and any Change in Recommendation with respect thereto and (c) upon the request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of Parent, reasonably inform Parent of the status of any such inquiriesinquiry, proposals, offers proposal or requests for informationoffer or a Change in Recommendation with respect thereto.
Appears in 1 contract
Sources: Merger Agreement (Nuvation Bio Inc.)
Exclusivity. (a) Blade agrees thatFrom and after the date of this Agreement, during the Interim PeriodCompany shall not, Blade and shall cause each Subsidiary and each of their respective directors, officers, employees, financial advisors, representatives and agents not taketo, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist initiate, engage or knowingly encourageparticipate in or encourage discussion or negotiations with any Person or entity (other than Purchaser) concerning any merger, consolidation, sale of material assets, tender offer for, recapitalization of or accumulation or acquisition of securities issued by Company or any Subsidiary, proxy solicitation, other business combination involving Company or any Subsidiary or any other plan of reorganization of Company or any Subsidiary (including, without limitation, any Employee Stock Ownership Plan structure) (collectively, "Alterative Transaction"), or (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into provide any agreement with or (iv) provide non-public information concerning Blade tothe business, properties or assets of Company or any Subsidiary to any Person or entity (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(aPurchaser). Blade Company shall, and shall cause each of its controlled Affiliates and Representatives Subsidiaries to, immediately cease any and all existing activities, discussions or and negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer other than Purchaser with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement Alternative Transaction and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror Company shall, and shall cause its Affiliates and Representatives Subsidiaries to, continue indefinitely the confirmation hearing for their pending reorganization and liquidation plans involving an Employee Stock Ownership Plan. Company shall immediately cease notify Purchaser of, and shall disclose to Purchaser all details of, any and all existing inquiries, discussions or negotiations with any Person conducted described in the first sentence of this Section 6.10. The provisions of this Section 6.10 are referred to in this Agreement as the "Exclusivity Provisions."
(b) Notwithstanding the provisions of subsection (a) above, prior to entry of the date hereof with respect toConfirmation Orders, the Debtors may, to the extent required by the Bankruptcy Code, the Bankruptcy Rules, the operation and information requirements of the Office of the United States Trustee, or any orders entered or approvals or authorizations granted by the Bankruptcy Court in the Case during the period prior to Closing (collectively, the "Bankruptcy Related Requirements"), or to the extent that the board of directors of Company determines, in good faith after consultation with outside legal counsel, that such board's fiduciary duties under applicable Governmental Rule require it to do so, participate in discussions or negotiations with, and, subject to the requirements of subsection (c) below, furnish information to any Person, entity or group after such Person, entity or group has delivered to the Debtors, in writing, an unsolicited bona fide offer to effect an Alternative Transaction that the board of directors of Company in its good faith judgment determines, after consultation with its independent financial advisors, would result in a transaction more favorable to the stakeholders of the Debtors from a financial point of view than the transactions contemplated hereby and for which financing, to the extent required, is then committed (or which, in the good faith judgment of the board of directors, is reasonably capable of being obtained) and which (in the good faith judgment of the board of directors) is likely to give rise be consummated (a "Superior Proposal"). In the event the Debtors receive a Superior Proposal, nothing contained in this Agreement (but subject to the terms hereof) will prevent the board of directors of Company from approving such Superior Proposal or result inrequesting authorization of such Superior Proposal from the Bankruptcy Court, an Alternate if such board determines, in good faith, after consultation with outside legal counsel, that such action is required by its fiduciary duties under applicable Governmental Rule; and in such case, the board of directors of Company may terminate this Agreement pursuant to Section 11.1(f) hereof; provided, however, that Company shall not terminate this Agreement until at least five (5) Business Combination Days after Purchaser's receipt of a copy of such Superior Proposal.
(c) Each Party shall Debtors shall, within one (1) Business Day of the occurrence thereof, notify the other Parties as promptly as practicable (Purchaser orally and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely a Superior Proposal. Such notice to give rise to or result Purchaser shall indicate in an Acquisition Transaction or Alternate Business Combination Proposal, reasonable detail the identity of the party making such inquiry, proposal, offer or request for information potential acquirer and the material terms and conditions thereof. Each Party of such Superior Proposal, to the extent known.
(d) Notwithstanding anything to the contrary in this Section 6.10, Company shall keep not, and shall cause each of its Subsidiaries not to, provide any non-public information to a third party unless: (i) Company and its Subsidiaries provide such non-public information pursuant to a non-disclosure agreement entered into subsequent to the other Parties promptly informed date hereof with terms regarding the protection of confidential information at least as restrictive as such terms in the status Confidentiality Agreement or pursuant to confidentiality agreements existing on the date hereof; and (ii) such non-public information has been delivered previously or made available to Purchaser.
(e) Notwithstanding anything to the contrary in this Section 6.10, Company shall be permitted to continue the solicitation of any such inquiries, proposals, offers or requests for informationexpressions of interest in its international operations.
Appears in 1 contract
Sources: Investment and Purchase Agreement (Covanta Energy Corp)
Exclusivity. During the period from the date of this Agreement to the earlier of (a) Blade agrees thatthe Closing and (b) the date this Agreement is validly terminated pursuant to Section 10.1, during the Interim PeriodCompany shall not, Blade and shall not takeauthorize or permit, nor shall Blade permit any of its controlled Representatives, Subsidiaries or Affiliates or Representatives to taketo, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (iia) initiate, knowingly facilitate encourage or engage solicit any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal, (b) participate in negotiations or discussions or negotiations with, (iii) enter into or provide any agreement with information or (iv) provide non-public information concerning Blade data to, any Person (other than Acquiror Parent, MergerCo or any of its their respective Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an any Acquisition Transaction; providedProposal, that the executionor (c) approve, delivery and performance authorize, or enter into any contract or agreement contemplating or otherwise relating to, any Acquisition Proposal. Promptly following execution of this Agreement and Agreement, the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade Company shall, and shall cause instruct each of its controlled Affiliates and Subsidiaries, and its and their respective Representatives to, (x) immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect toactivities, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combinationany Acquisition Proposal, and (iiiy) enter into request the return or destruction of any acquisition agreement, business combination, merger agreement or similar definitive agreement, or due diligence materials provided to any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, Persons (other than to or Parent, MergerCo and their Representatives) in connection with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, Acquisition Proposal. If the Company receives an inquiry, proposal or indication offer for an Acquisition Proposal, then the Company promptly (and no later than twelve (12) hours of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(creceipt) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing Parent of the receipt by of such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposalproposal or written offer, shall then provide to the Parent copies of all written or electronically delivered materials related thereto and shall refrain from contacting or negotiating with the offeror or otherwise pursuing said offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of in any such inquiries, proposals, offers or requests for informationmanner.
Appears in 1 contract
Exclusivity. (a) Blade Each of Parent and ▇▇▇▇▇▇ agrees that, during that between the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance date of this Agreement and the other Transaction Agreements earlier of the Closing and the consummation termination of this Agreement, Parent and Seller shall not, and shall take all action necessary to ensure that none of the Transactions shall not Transferred Entities or any of their respective Affiliates or Representatives shall, directly or indirectly:
(a) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i) relating to any direct acquisition or purchase of all or any portion of the capital stock or other equity or ownership interest of the Transferred Entities or the Transferred Assets, other than inventory to be deemed sold in the Ordinary Course of Business, (ii) to enter into any merger, consolidation or other business combination of a violation Transferred Entities or (iii) to enter into a recapitalization, reorganization or any other extraordinary business transaction by a Transferred Entities or Transferred Assets; or
(b) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other 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 this Section 8.03(a)the foregoing. Blade Each of Parent and Seller immediately shall, and shall cause its controlled respective Affiliates and Representatives to, immediately cease any and cause to be terminated all existing discussions or discussions, conversations, negotiations and other communications with any Person Persons conducted prior to the date hereof heretofore with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transactionany of the foregoing.
(bc) During the Interim PeriodEach of Parent and Seller shall notify Purchaser promptly, Acquiror shall not takebut in any event within 24 hours, nor shall it permit orally and in writing if any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any such proposal or offer with respect to a Business Combinationoffer, (ii) initiate or any discussions inquiry or negotiations other contact with any Person with respect to a Business Combinationthereto, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combinationis made, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely the Business. Any such notice to give rise to or result inPurchaser shall indicate in reasonable detail the identity of the Person making such proposal, any offer, inquiry, proposal inquiry or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement contact and the terms and conditions of such proposal, offer, inquiry or other Transaction Agreements contact. Each of Parent and the consummation of the Transactions Seller shall not be deemed a violation of this Section 8.03(b). Acquiror shallnot, and shall cause its Affiliates and Representatives not to, immediately cease any and all existing discussions or negotiations with release any Person conducted prior from, or waive any provision of, any confidentiality or standstill agreement relating to the date hereof with respect toBusiness to which Seller, or which is reasonably likely to give rise to or result inParent, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party Transferred Entities or any of its Representatives their respective Affiliates is a party, without the prior written consent of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationPurchaser.
Appears in 1 contract
Sources: Equity and Asset Purchase Agreement (Excelerate Energy, Inc.)
Exclusivity. During the Pre-Closing Period, neither Seller nor the Company shall (and Seller and the Company shall cause their respective officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors, and other agents not to), directly or indirectly: (a) Blade agrees thatsolicit, during initiate or encourage (including by way of furnishing any information relating to Seller), induce or take any other action which would reasonably be expected to lead to the Interim Periodmaking, Blade shall not takesubmission or announcement of, nor shall Blade permit any proposal or inquiry that constitutes, or would reasonably be likely to lead to, an Acquisition Proposal; (b) other than informing Persons of its controlled Affiliates the provisions contained in this Section 5.4, enter into, continue or Representatives to take, whether directly participate in any discussions or indirectly, any negotiations regarding any Acquisition Proposal or otherwise take any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions induce any effort or negotiations withattempt to make or implement an Acquisition Proposal; (c) approve, (iii) endorse, recommend or enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, Proposal or any letter of intent, memorandum of understanding or agreement in principle, Contract contemplating an Acquisition Proposal or any other agreement relating requiring the Company or Seller to a Business Combination, in each case, other than to abandon or with Blade and terminate its Representatives obligations under this Agreement; or (d) otherwise knowingly facilitate agree, resolve or commit to do any such inquiries, proposals, discussions, or negotiations or any effort by of the foregoing. Seller and the Company agree to notify Buyer promptly if any Person relating to or which is intended or is reasonably likely to give rise to or result inmakes any proposal, any offer, inquiry, proposal inquiry or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof contact with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity Proposal and provide Buyer with a description of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof, including the identity of such Person. Each Party Seller and the Company shall keep immediately cease and cause to be terminated any existing discussions with any Person (other than Buyer) concerning any proposal relating to an Acquisition Proposal. With respect to the other Parties promptly informed of Persons with whom discussions or negotiations have been terminated, Seller and the status Company shall use their respective reasonable efforts to obtain the return or destruction of, in accordance with the terms of any applicable confidentiality agreement, any confidential information previously furnished to any such inquiriesPerson by Seller, proposalsthe Company or any of their respective officers, offers directors, managers, employees, attorneys, accountants, consultants, financial advisors or requests for informationother agents. Seller shall not, and shall cause its Subsidiaries not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement with respect to an Acquisition Proposal to which Seller or any of its Subsidiaries is a party, without the prior written consent of Buyer.
Appears in 1 contract
Exclusivity. In consideration of the time, effort, expense, and other resources the Purchasers have expended and anticipate expending to consummate the transactions contemplated hereby, the Purchasers and the Company agree as follows:
(ai) Blade agrees thatUntil the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, during neither the Interim Period, Blade shall not take, Company nor shall Blade permit any of its controlled Affiliates or Representatives to takeSubsidiaries shall, whether directly or indirectly, through any action to of their respective officers, directors, employees, representatives, agents or otherwise (iincluding, without limitation, through any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) (collectively, the "Company Parties"), without the prior written consent of the Majority Purchasers, (A) solicit, knowingly assist initiate or knowingly encourageencourage the submission of any other proposal or offer from, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) otherwise enter into any agreement with other agreements or arrangements (ivother than this Agreement) provide non-public information concerning Blade towith, any other Person (other than Acquiror or any of its Affiliates or Representativesthe Purchasers), in each case of (i) through (iv) relating to and any Alternative Transaction Proposal or (B) participate in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with regarding, or furnish to any other Person conducted prior to the date hereof any information with respect to, or which is reasonably likely to give rise to otherwise cooperate in any way with, or result assist or participate in, an Acquisition Transactionfacilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement As long as the agreements in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall3H are in effect, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall Company will notify the other Parties Purchasers as promptly as practicable after any Company Party learns that any Person has made any Alternative Transaction Proposal (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, including the identity of the party making such inquiry, proposal, offer or request for information Person and the material terms of such proposal). The Board shall promptly advise the Purchasers orally and conditions thereof. Each Party shall keep the other Parties promptly informed in writing of the status of any such inquiriesAlternative Transaction Proposal as developments arise or as requested by the Purchasers. The Company represents and warrants to the Purchasers that no Company Party has entered into any executory agreement which has not yet terminated or accepted any commitment with respect to an Alternative Transaction Proposal and the Company will keep the Purchasers fully informed of the status and details (including amendments and proposed amendments) of any such request, proposals, offers Alternative Transaction Proposal or requests for informationinquiry. The Company further represents and warrants that no Company Party has entered into any executory agreement which has not yet terminated or accepted any commitment with respect to an Alternative Transaction.
Appears in 1 contract
Sources: Preferred Stock Purchase Agreement (Jda Software Group Inc)
Exclusivity. None of the Seller Parties shall (a) Blade agrees thatand they shall cause their respective Affiliates, during the Interim Periodrepresentatives, Blade shall officers, managers, employees, directors and agents not taketo), nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) submit, solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate encourage or engage in discussions discuss any proposal or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, offer from any Person (other than Acquiror Buyer and its Affiliates in connection with the transactions contemplated hereby) or enter into any agreement or accept any offer relating to or consummate any (a) reorganization, liquidation, dissolution or recapitalization of the Company or any of its Affiliates Subsidiaries, (b) merger or Representativesconsolidation involving the Company or any of its Subsidiaries, (c) purchase or sale of any assets, Capital Stock (or any rights to acquire, or securities convertible into or exchangeable for, any such Capital Stock) of the Company or any of its Subsidiaries (other than the purchase and sale of inventory and the purchase of capital equipment in the ordinary course of business consistent with past custom and practice), or (d) similar transaction or business combination involving the Company or any of its Subsidiaries or their business or assets (each of the foregoing transactions described in each case of clauses (ia) through (ivd), a "Company Transaction") relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease or (ii) furnish any and all existing discussions or negotiations with any Person conducted prior to the date hereof information with respect to, assist or which is reasonably likely participate in or facilitate in any other manner any effort or attempt by any Person (other than Buyer and its Affiliates) to give rise do or seek to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit do any of its Affiliates the foregoing. The Seller Parties agree to notify Buyer immediately if any Person makes any proposal, offer, inquiry or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer contact with respect to a Business CombinationCompany Transaction. If any of the provisions of this Section 4.8 are breached and the transactions contemplated hereby are not consummated for any reason, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade the Seller Parties shall promptly reimburse Buyer and its Representatives Affiliates for all out-of-pocket fees and expenses incurred before or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that after the execution, delivery and performance date of this Agreement by Buyer and its Affiliates related to the transactions contemplated hereby, including fees and expenses of legal counsel, accountants and other Transaction Agreements consultants and advisors retained by Buyer and its Affiliates in connection with the consummation of the Transactions shall transactions contemplated hereby. The foregoing provisions are in addition to, and not be deemed in derogation of, any other remedy that Buyer and its Affiliates may have for a violation breach of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal4.8.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Exclusivity. During the Exclusivity Period, each of the Vendor and Subco agrees that neither it, its directors, officers, employees, agents, financial advisors, counsel or other representatives shall, directly or indirectly:
(a) Blade agrees thatsolicit, during initiate or encourage (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the Interim Periodinitiation or continuation of any inquiries, Blade discussions, negotiations, proposals or transactions from any corporation, person or other entity or group (other than the Purchaser and its subsidiaries and their respective directors, officers, employees, agents, financial advisors, counsel or other representatives) in respect of any matter or thing which is inconsistent with the successful completion of the transaction contemplated by this Agreement; or
(b) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, the business, properties, operations, prospects or conditions (financial or otherwise) of the Vendor or Subco or otherwise cooperate in any manner with, or assist or participate in, or facilitate or encourage, an effort or attempt by any other person to do anything mentioned in (a) above, or waive, or otherwise forbear in the enforcement of or enter into or participate in any discussions, negotiations or agreements to waive or otherwise forebear in respect of, any rights or other benefits of the Vendor or Subco under confidentiality agreements, including, any "standstill" provisions thereunder; provided however, that the foregoing in no way restricts or limits the board of directors of the Vendor or Subco from responding or acting in any manner if a failure to respond or act would, in the opinion of the board of directors of the Vendor or Subco (acting reasonably and after receiving advice of outside counsel), be inconsistent with the performance by the board of directors of the Vendor or Subco of their fiduciary duties under applicable laws. The Vendor, Subco or their directors, shall not takemake any disclosure or provide any information in accordance with this provision unless the Vendor shall have notified the Purchaser of that occurrence, nor required the party making the proposal to execute a confidentiality agreement in favour of the Vendor on terms and conditions no more favourable to such other party than those contained in the Confidentiality Agreement between the Vendor and the Purchaser and unless the Vendor shall Blade permit have concurrently provided copies of the same information or made the same disclosure to the Purchaser. Additionally, the Vendor agrees to notify the Purchaser, verbally and in writing, immediately of the receipt of any of its controlled Affiliates or Representatives to takecommunication from any person that is related, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposalproposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Source Petroleum Inc.)
Exclusivity. (a) Blade agrees thatFrom the date hereof until the Closing Date, during none of Furano, the Interim PeriodCompany Stockholder or the Company will, Blade shall not takedirectly or indirectly, nor shall Blade permit through any officer, director, employee, agent (including financial advisors), partner or otherwise, continue, solicit, entertain, initiate, facilitate or participate in or encourage discussions or negotiations with, or the submission of its controlled Affiliates bids, offers or Representatives to takeproposals by, any Person with respect to, whether directly or indirectly, an acquisition of any action to (i) solicitAcquired Company or a financing of any Acquired Company, knowingly assist or knowingly encourageany acquisition of any capital stock or other equity or other interest of or in any Acquired Company or any assets of any Acquired Company, (ii) initiateby any means whatsoever, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with agreement, arrangement or understanding regarding any of the foregoing, and the Company Stockholder, Furano or the Company, as the case may be, shall notify Parent promptly (ivand in any event within two business days) provide non-public information concerning Blade toif any such bids, any Person (other than Acquiror offers or proposals are received, or any of its Affiliates such negotiations or Representatives)discussions are sought and, in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; providedif represented the material terms thereof. The Company, that the execution, delivery and performance of this Agreement Furano and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, Company Stockholder will immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate terminate any discussions or negotiations with any Person third party that are ongoing with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement transaction of the type or similar definitive agreementto those described in the immediately preceding sentence. In addition, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to from the date hereof until the Closing Date, except as required by applicable Law, none of Furano, the Company Stockholder or the Company will, directly or indirectly, through any officer, director, employee, agent (including financial advisors), partner or otherwise disclose any information not customarily disclosed to any Person (other than Parent, Merger Subsidiary and Sister Subsidiary) in the ordinary course of the Company’s business consistent with respect topast practice concerning any Acquired Company or afford to any such other Person access to any Acquired Company’s properties, books or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposalrecords without the prior written consent of Parent.
(cb) Each Party shall notify The Company Stockholder, Furano and the other Parties as promptly as practicable (and Company acknowledge that, in any the event within 48 hours) in writing of the receipt by such Party or any a breach of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination ProposalSection 7.11(a), the identity of damage or imminent damage to the party making such inquiry, proposal, offer or request for information value and the material terms goodwill of Parent shall be inestimable and conditions thereofthat therefore any remedy at Law or in damages would be inadequate. Each Party Accordingly, the parties hereto agree that, following prior written notice to the Company Stockholder, Furano or the Company, as the case may be, Parent shall keep (without the necessity of posting any bond or other Parties promptly informed of the status security), in addition to Losses incurred by reason of any such inquiriesbreach, proposalsbe entitled to injunctive relief, offers or requests for informationincluding specific performance, with respect to any such breach against the breaching party.
Appears in 1 contract
Exclusivity. From the date of this Agreement until the Closing Date or earlier termination hereof, none of Seller, the Company or any of their Affiliates (a) Blade agrees thatshall, during the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, through any of its Representatives or otherwise, take any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate seek, or engage encourage any inquiry, proposal or offer from, furnish any information to, or participate in any discussions or negotiations with, any third party (iiiother than Purchaser or an Affiliate thereof designated by Purchaser) regarding any Acquisition Proposal (any such transaction being a “Third-Party Acquisition”) and (b) shall enter into any agreement Contract with or (iv) provide non-public information concerning Blade to, respect to any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shallProposal, and shall cause its controlled Affiliates and Representatives to, immediately cease each agrees that any and all existing such discussions or negotiations with respect to any Person conducted Acquisition Proposal (other than with Purchaser) in progress shall have been terminated on or prior to the date hereof with respect tohereof. Seller, the Company and their Affiliates, as applicable, shall be responsible for the conduct of each of their Representatives. Any of Seller, the Company or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates their Affiliates, as the case may be, shall notify Purchaser promptly of the existence or Representatives to take, whether directly or indirectly, upon the receipt of any action to (i) make any such proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt inquiry by such Party party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect toproposal for, or which inquiry respecting, any Third-Party Acquisition by any Person that, following the date hereof, informs Seller or the Company in writing that it is reasonably likely considering making or has made such a proposal or inquiry. Such notice to give rise to or result Purchaser will indicate in an Acquisition Transaction or Alternate Business Combination Proposal, reasonable detail the identity of the party Person making such the proposal or inquiry, proposalincluding the identity of the ultimate parties in interest if known, offer or request for information and the material terms and conditions thereofof such proposal or inquiry. Each Party Unless the board of directors of Seller has received advice of counsel that it is required pursuant to fiduciary duties to act otherwise (in which case reasonable prior notice will be given to Purchaser), so long as this Agreement remains in effect and has not been terminated, neither Seller’s or the Company’s board of directors nor any committee thereof shall keep (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser, its approval of this Agreement with respect to any Acquisition Proposal, (ii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal (other than as contemplated by this Agreement) or (iii) authorize Seller or the Company to enter into any agreement with respect to any Acquisition Proposal (other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationthan as contemplated by this Agreement).
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, but only to the extent not inconsistent with the fiduciary duties of the Acquiror Board (as determined by the Acquiror Board in good faith), Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to (i) take, whether directly or indirectly, any action to (i) make any proposal solicit, initiate, continue, encourage, knowingly facilitate, continue inquiries regarding or offer with respect to a Business Combination, (ii) initiate any engage in discussions or negotiations with any Person with respect to a Business Combinationwith, (iii) or enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principleprinciple with, or encourage, respond, provide information to or commence due diligence with respect to, any other agreement relating to a Business Combination, in each case, Person (other than to or with Blade and the Company, its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations stockholders or any effort by any Person of their Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an a “Alternate Business Combination Proposal”); provided) other than with the Company, that the executionits stockholders and their respective Affiliates and Representatives, delivery and performance of this Agreement and the (ii) enter into discussions or negotiations with, or provide any non-public information to any person concerning a possible Business Combination Proposal or (iii) enter into any agreements or other Transaction Agreements and the consummation of the Transactions shall instruments (whether or not be deemed binding) regarding a violation of this Section 8.03(b)Business Combination Proposal. Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate a Business Combination Proposal.
(cb) Each Party shall notify In addition to the other Parties as obligations under Section 7.11, the Acquiror shall promptly as practicable (and in any event within 48 hourshours after receipt thereof by the Acquiror or its representatives) advise the Company orally and in writing of receipt of any Business Combination Proposal by the receipt Acquiror, any request for information with respect to any Business Combination Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Business Combination Proposal, the material terms and conditions of such request, Business Combination Proposal or inquiry, and the identity of the person making the same.
(c) The Acquiror agrees that the rights and remedies for non-compliance with this Section 7.11 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such Party breach or threatened breach shall cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company.
(d) For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 7.11 shall not prohibit Acquiror, any of its Affiliates or any of its Representatives from taking any actions in the ordinary course of business that are not in violation of any bona fide inquiries, proposals provision of this Section 7.11 (such as answering phone calls) or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate informing any Person inquiring about a possible Business Combination Proposal, the identity as applicable, of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed existence of the status of any such inquiries, proposals, offers or requests for informationcovenants and agreements contained in this Section 7.11.
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during the Interim Period, Blade The Company shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shallimmediately cease, and shall cause its controlled Affiliates Subsidiaries to immediately cease, and Representatives toshall direct and use reasonable best efforts to cause its Representatives, to immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect tocease, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person (other than RMT Partner or its Affiliates) that may be ongoing with respect to a SpinCo Proposal and shall request to have returned or destroyed reasonably promptly any confidential information that has been provided in any such discussions or negotiations. From the date hereof until the earlier to occur of (a) termination of this Agreement pursuant to Article IX and (b) the Closing, the Company shall not, and shall cause its Subsidiaries and shall direct and use reasonable best efforts to cause its Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate (including by way of furnishing information which has not been previously publicly disseminated) any proposal from a third party relating to the acquisition (whether by merger, purchase of stock, purchase of assets or otherwise), exclusive license, recapitalization, liquidation, dissolution or other transaction involving any portion of the business or assets of the Company and its Subsidiaries that, individually or in the aggregate, constitutes 20% or more of the net revenues, net income or assets of the SpinCo Business Combination(taken as a whole) (any of the foregoing, a “SpinCo Proposal”) or any inquiry, offer or proposal that would reasonably be expected to lead to a SpinCo Proposal, (ii) engage in any discussions or negotiations, or furnish to any Person any non-public information relating to the SpinCo Business, SpinCo Assets or the SpinCo Group in connection with any SpinCo Proposal or any inquiry, offer or proposal related to, or that would reasonably expected to lead to, a SpinCo Proposal, (iii) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any SpinCo Proposal or (iv) approve or authorize, or cause or permit the Company or any of its Subsidiaries to enter into into, any merger agreement, acquisition agreement, business combination, merger agreement or similar definitive reorganization agreement, or any letter of intent, memorandum of understanding or understanding, agreement in principleprinciple or similar agreement or document relating to, or providing for, any other agreement SpinCo Proposal; provided that nothing in this Section 7.10 shall limit the Company’s ability to pursue or engage in any transaction relating to a Business Combinationsubstantially all of the business of the Company (as opposed to solely the SpinCo Business), in each case, other than so long as such transaction would not prevent or materially impair or materially delay the Company’s ability to or comply with Blade its obligations hereunder and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that under the execution, delivery and performance of this Separation Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect toDocuments, or which is reasonably likely to give rise to consummate the transactions contemplated hereby or result in, an Alternate Business Combination Proposalthereby.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatFrom and after the date of this Agreement until the Closing or the termination of this Agreement in accordance with its terms, during each of the Interim Period, Blade shall not takeSeller and the Company will not, nor shall Blade will either authorize or permit any of its controlled Affiliates officers, directors, Affiliates, Employees, agents or Representatives to takeany investment banker, whether attorney or other advisor or representative (or any of their respective Affiliates) to, directly or indirectly, :
(a) take any action to (i) initiate, solicit, knowingly assist facilitate, encourage or knowingly encourageinduce the making, submission or announcement of any Acquisition Proposal;
(iib) initiate, knowingly facilitate or engage participate in any discussions or negotiations withregarding, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, furnish to any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof nonpublic information with respect to, or which is take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably likely be expected to give rise to or result inlead to, an any Acquisition Transaction.Proposal;
(bc) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any engage in discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or Acquisition Proposal;
(d) otherwise knowingly facilitate amend or grant any such inquiries, proposals, discussions, waiver or negotiations release under any standstill or any effort by any Person relating similar agreement with respect to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication equity securities of interest, written or oral relating to any Business Combination other than with Blade the Company (an “Alternate Business Combination Proposal”a "Standstill Agreement"); providedor
(e) approve, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, endorse or recommend any Acquisition Proposal; The Company will immediately cease any and all existing activities, discussions or negotiations with any Person parties (other than Purchaser) conducted prior to the date hereof heretofore with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination any Acquisition Proposal.
(c) Each Party . The Company shall notify the other Parties as promptly as practicable Purchaser immediately (and but in any event within 48 hours) in writing of the after receipt by such Party the Company (or any of its Representatives advisors) of any bona fide inquiriesAcquisition Proposal, proposals or offers, requests of any request for information relating to the Company for access to the properties, books or requests records of the Company by any Person for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in the purpose of making an Acquisition Transaction or Alternate Business Combination Proposal, . The Company shall provide such notice orally and in writing and shall identify the identity terms and conditions of the party making any such inquiry, proposal, offer Acquisition Proposal or request for information and information. The Company will keep Purchaser informed on a prompt basis (but in any event within 48 hours) of the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status developments (including amendments or proposed amendments) of any such inquiries, proposals, offers or requests for informationAcquisition Proposal request.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatFrom the date hereof until the termination of this letter of intent, during the Interim Period, Blade shall not takeneither Fairfield nor any of its subsidiaries shall, nor shall Blade it or any of its subsidiaries authorize or permit any of its controlled Affiliates their respective officers, directors, employees, attorneys, accountants, investment bankers, financial advisors, representatives, agents or Representatives to take, whether directly or indirectly, any action other authorized persons to (i) solicit, knowingly assist initiate, encourage (including by way of furnishing information) or knowingly encouragetake any other action to facilitate, any inquiry or the making of any proposal which constitutes, or may reasonably be expected to lead to, any acquisition or purchase of a material amount of assets of, or any equity interest in, Fairfield or any of its subsidiaries or any tender offer (including a self tender offer) or exchange offer, merger, consolidation, business combination, sale of substantially all assets, sale of securities, recapitalization, liquidation, dissolution or similar transaction involving Fairfield or any of its subsidiaries (other than (i) the transactions contemplated by this letter, (ii) initiatesales of Fairfield's contracts receivable in any financing in the ordinary course of business or (iii) pursuant to the terms of (A) options and warrants outstanding and as in effect on the date hereof and (B) agreements in effect on the date hereof and expressly disclosed in writing to Carnival) or any other material corporate transaction the consummation of which would or could reasonably be expected to impede, knowingly interfere with, prevent or materially delay the Proposed Transaction (collectively, "Transaction Proposals") or agree to or endorse any Transaction Proposal or (ii) propose, enter into or participate in any discussions or negotiations regarding any of the foregoing, or furnish to any other person or entity any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or engage encourage, any effort or attempt by any other person or entity to do or seek any of the foregoing.
(b) Notwithstanding the foregoing paragraph 4(a), nothing herein shall prohibit Fairfield from (i) furnishing information pursuant to an appropriate confidentiality letter concerning Fairfield and its businesses, properties or assets to a third party who has made a Qualified Transaction Proposal (as defined below), (ii) engaging in discussions or negotiations with, with such a third party who has made a Qualified Transaction Proposal or (iii) enter into any agreement with or (ivfollowing receipt of a Qualified Transaction Proposal, taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) provide non-public information concerning Blade tounder the Securities Exchange Act of 1934, any Person (other than Acquiror or any of its Affiliates or Representatives)as amended, but in each case of referred to in the foregoing clauses (i) through (iviii) relating to and only after the Board of Directors of Fairfield concludes in furtherance of an Acquisition Transaction; provided, good faith after consultation with ▇▇▇▇▇▇▇▇▇'s outside counsel that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which such action is reasonably likely necessary for the Board of Directors of Fairfield to give rise comply with its fiduciary obligations to or result instockholders under applicable law. If the Board of Directors of Fairfield receives a Transaction Proposal, an Acquisition Transaction.
(b) During the Interim Period, Acquiror then Fairfield shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any immediately inform Carnival of the terms and conditions of such proposal and the identity of the person or offer with respect to a Business Combinationentity making it, (ii) initiate keep Carnival informed of the status and material details of any discussions or negotiations with any Person with respect such Transaction Proposal and of all steps it is taking in response to a Business Combination, such Transaction Proposal and (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter provide Carnival with copies of intent, memorandum of understanding or agreement all documents received in principle, or any other agreement relating to a Business Combination, in each case, other than to or connection with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party For purposes of this letter, the term "Qualified Transaction Proposal" shall notify mean any Transaction Proposal (i) with respect to which any required financing is committed or, in the other Parties as promptly as practicable (and in any event within 48 hours) in writing good faith judgment of the receipt Board of Directors of Fairfield, after consultation with its outside financial advisors, is reasonably capable of being financed by such Party or any of its Representatives of any bona fide inquiriesthe person making the proposal, proposals or offers, requests for information or requests for discussions or negotiations (ii) with respect toto which the Board of Directors of Fairfield shall have concluded in good faith, or which after consultation with its outside legal counsel and financial advisors, is reasonably likely to give rise to or capable of being completed, taking into account all legal, financial, regulatory and other aspects of the Transaction Proposal and the person making the proposal, and (iii) which would, if consummated, result in an Acquisition Transaction or Alternate Business Combination Proposal, a transaction more favorable to Fairfield's stockholders from a financial point of view than the identity transactions contemplated by this letter of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationintent.
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during During the Interim Period, Blade Parent shall not, shall cause its Subsidiaries not taketo and shall use its reasonable best efforts to cause its and their respective Representatives not to, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) initiate, solicit, propose or knowingly assist induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Business Combination other than the Transactions (a “Business Combination Proposal”), (ii) initiateengage in, knowingly facilitate continue or engage otherwise participate in any negotiations or discussions concerning, or negotiations withprovide access to its properties, business, assets, books, records or any confidential information or data to, any person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Business Combination Proposal, (iii) enter into approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any agreement with or Business Combination Proposal, (iv) provide non-public information concerning Blade toexecute or enter into, any Person letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Business Combination Proposal or (other than Acquiror v) propose, resolve or agree to do, or do, any of the foregoing. If a party or any of its Affiliates Subsidiaries or Representatives)any of its or their respective Representatives receives any inquiry or proposal with respect to a Business Combination Proposal at any time prior to the Closing, in each case of then such party shall promptly (i) through (iv) relating to and in furtherance no event later than twenty-four (24) hours after such party becomes aware of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation such inquiry or proposal) notify such person in writing of the Transactions shall not be deemed a violation terms of this Section 8.03(a)7.07. Blade Without limiting the foregoing, it is understood that any violation of the restrictions contained in Section 7.07 by any of Parent’s Subsidiaries, or any of Parent’s or its Subsidiaries’ respective Representatives acting on Parent’s or one of its Subsidiaries’ behalf, shall be deemed to be a breach of this Section 7.07 by Parent. Parent shall, and shall cause its controlled Affiliates affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transactiona Business Combination Proposal.
(b) During the Interim Period, Acquiror the Company shall not, and shall use its reasonable best efforts to cause its Representatives not taketo, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make initiate, solicit, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer with respect that constitutes, or could reasonably be expected to a Business Combinationresult in or lead to an Acquisition Proposal, (ii) initiate engage in, continue or otherwise participate in any negotiations or discussions concerning, or negotiations with provide access to its properties, business, assets, books, records or any Person with respect confidential information or data to, any person relating to a Business Combinationany proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal, (iii) enter into any acquisition agreementapprove, business combination, merger agreement endorse or similar definitive agreementrecommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (iv) execute or enter into, any letter of intent, memorandum of understanding or understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or any other similar agreement relating to a Business Combination, in each case, other than to for or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade Acquisition Proposal or (an “Alternate Business Combination Proposal”); providedv) propose, that the executionresolve or agree to do, delivery and performance of this Agreement and the other Transaction Agreements and the consummation or do, any of the Transactions shall not be deemed a violation of this Section 8.03(b)foregoing. Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to If the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party Company or any of its Representatives of receives any bona fide inquiries, proposals inquiry or offers, requests for information or requests for discussions or negotiations proposal with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction Proposal at any time prior to the Closing, then such party shall promptly (and in no event later than twenty-four (24) hours after such party becomes aware of such inquiry or Alternate Business Combination Proposal, the identity proposal) notify such person in writing of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.this Section 7.07
Appears in 1 contract
Sources: Merger Agreement (FG Merger Corp.)
Exclusivity. (a) Blade agrees that, during the Interim Period, Blade Sponsor shall not takeand shall direct its Representatives not to, nor shall Blade permit any (i) initiate, solicit, knowingly facilitate or knowingly encourage (including by way of its controlled Affiliates or Representatives to takefurnishing non-public information), whether directly or indirectly, whether publicly or otherwise, any action to (i) solicit, knowingly assist or knowingly encourage, Business Combination Proposal (ii) initiate, knowingly facilitate or engage in any negotiations or discussions concerning, or negotiations withprovide access to or furnish non-public information regarding, Parent’s or Merger Sub’s properties, assets, personnel, books or records or any Confidential Information or data to, any person relating to a Business Combination Proposal, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade tointo, any Person (other than Acquiror or any of its Affiliates or Representatives), engage in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing maintain discussions or negotiations with respect to any Person conducted prior Business Combination Proposal (or inquiries, proposals or offers or other communications that would reasonably be expected to the date hereof lead to any Business Combination Proposal) or otherwise cooperate with respect toor assist or participate in, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussionsoffers, efforts, discussions or negotiations, (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Parent or Merger Sub, (v) approve, endorse or recommend, or negotiations propose publicly to approve, endorse or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result inrecommend, any offerBusiness Combination Proposal, inquiry(vi) approve, proposal endorse, recommend, execute or indication enter into any agreement, arrangement or understanding, letter of interestintent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, business combination agreement, transaction agreement, option agreement, joint venture agreement, partnership agreement or other written or oral arrangement relating to any Business Combination other than with Blade Proposal, or (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation vii) resolve or agree to do any of the Transactions foregoing actions or otherwise authorize or permit any of its Representatives to take any such action. Sponsor shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall instruct and cause its Affiliates and Representatives toRepresentatives, to immediately cease any and all existing solicitations, discussions or negotiations with any Person conducted prior to person (other than the date hereof parties hereto and their respective Representatives) in connection with respect to, or which is reasonably likely to give rise to or result in, an Alternate a Business Combination Proposal.
(c) Each Party , and Sponsor acknowledges that any action taken by it or any of its Representative in violation of the restrictions set forth herein, whether or not such Representative is purporting to act on Sponsor’s behalf, shall be deemed to constitute a breach of this Agreement. Sponsor shall promptly notify the other Parties as promptly as practicable Company (and in any event within 48 hourstwo (2) in writing Business Days) of the receipt by such Party or of (a) any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such Proposal or (b) any inquiry, proposal, offer or other communication that could reasonably be expected to lead to any Business Combination Proposal and (c) any request for non-public information relating to Parent or Merger Sub or for access to the properties, assets, personnel, books or records or any Confidential Information or data of Parent or Merger Sub by any person or “group” (as defined in the Exchange Act) (other than the Company, the Company Subsidiaries or their respective affiliates or their respective Representatives), which notice shall identify the person or “group” making such Business Combination Proposal, inquiry, proposal, offer, other communication or request and include a summary of the material terms and conditions thereof. Each Party shall keep of any Business Combination Proposal (and, if available, a copy of any Business Combination Proposal), any material developments, discussions or negotiations in connection therewith, and any material modifications to the financial or other Parties promptly informed of the status terms and conditions of any such inquiriesBusiness Combination Proposal, proposalsinquiry, offers proposal, offer or requests for informationother communication.
Appears in 1 contract
Exclusivity. From and after the date hereof until the Closing:
(a) Blade agrees that, during the Interim Period, Blade Seller shall not takeand shall cause its Representatives and Subsidiaries not to, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to : (i) initiate, solicit, encourage or otherwise knowingly assist facilitate any inquiry, proposal, offer or knowingly encouragediscussion with any party (other than Buyer) concerning any Acquisition Transaction, (ii) initiate, knowingly facilitate furnish any information concerning the Business (or any portion thereof) or the properties or assets of any member of the Seller Group to any Person (other than Buyer) or (iii) engage in discussions or negotiations with, (iii) enter into with any agreement with or (iv) provide non-public information concerning Blade to, any Person party (other than Acquiror or Buyer) concerning any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror Seller shall not take, nor and shall it permit any of cause its Affiliates or Representatives to take, whether directly or indirectly, any action and Subsidiaries to (i) make immediately cease any proposal discussions or offer with respect to a Business Combinationnegotiations of the nature described in Section 4.3(a) that were pending, (ii) initiate immediately notify any party with which such discussions or negotiations with any Person with respect to a Business Combinationwere being held of such termination, (iii) enter into immediately request in writing that all Persons to whom nonpublic information concerning any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation member of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions Seller Group has been distributed on or negotiations with any Person conducted prior to the date hereof with respect toof this Agreement return or destroy such information to Seller as soon as possible, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposaland (iv) refrain from entering into any Acquisition Transaction.
(c) Each Party Seller shall notify the other Parties as and shall cause its Representatives and Subsidiaries to: (i) promptly as practicable (and in any event within 48 hours) advise Buyer in writing of the receipt by such Party receipt, directly or any of its Representatives indirectly, of any bona fide inquiriesinquiry, proposal or other materials, and of any discussions, negotiations or proposals relating to, an Acquisition Transaction, (ii) promptly identify the offeror, and (iii) promptly provide Buyer copies of all correspondence (including any indications of interest) and proposed written agreements, arrangements or offers, requests for information or requests for discussions or negotiations understandings with respect to, or which is reasonably likely to give rise to or result in an any Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information (and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status a description of any proposed oral agreements with respect thereto). Seller shall promptly advise Buyer of all subsequent communications relating to such inquiries, proposals, offers or requests for informationproposal.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatBetween the date hereof and the earlier to occur of the Closing and the date that this Agreement is terminated in accordance with its terms, during the Interim PeriodCompany shall not, Blade and shall cause its respective Affiliates, Subsidiaries, officers, directors, employees, agents or representatives not taketo, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist initiate or knowingly encourage, (ii) initiate, knowingly facilitate encourage any proposal or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, offer from any Person (other than Acquiror Parent, Merger Sub, Merger Sub II and their respective representatives), (ii) respond to any submissions, proposals or offers relating to, (iii) engage in any negotiations or discussions with any person relating to, (iv) furnish or make available any non-public information regarding the Company and its Subsidiaries or any of its Affiliates their respective assets or Representatives)businesses in a manner intended to facilitate, or (v) enter into any transaction, agreement, understanding or arrangement, whether binding or nonbinding, providing for, or otherwise cooperate in each case of (i) through (iv) any way with any person or entity relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation any part of the Transactions shall not be deemed equity interests or all or a violation material portion of this Section 8.03(athe assets of the Company and its Subsidiaries (including any acquisition structured as a merger, consolidation, share exchange or asset purchase) (each, an “Acquisition Proposal”). Blade shallThe Company will, and shall will cause its controlled representatives and Affiliates and Representatives to, immediately (x) cease and cause to be terminated any and all existing discussions discussions, communications or negotiations with any Person (other than Parent, Merger Sub, Merger Sub II and their respective representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer heretofore with respect to a Business Combinationany Acquisition Proposal, (iiy) initiate revoke any discussions or negotiations such Person’s and its authorized representatives’ access to any electronic data room granted in connection with any Person with respect to a Business Combination, Acquisition Proposal and (iiiz) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall promptly notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives Parent of any bona fide inquiries, proposals whether oral or offerswritten, requests for information or requests for discussions or negotiations with respect toby any Person other than Parent, or which is reasonably likely Merger Sub and Merger Sub II related to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, whether or not such inquiry was solicited by the identity Company or a representative thereof including notifying Parent of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Sources: Merger Agreement (AdaptHealth Corp.)
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, neither the Company, nor its Subsidiary nor the Stockholders and none of their affiliates shall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) Blade agrees thatinitiate, during the Interim Periodsolicit or seek, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist inquiries or knowingly encourage, (ii) initiate, knowingly facilitate the making or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any implementation of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a Business Combinationmerger, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combinationacquisition, (iii) enter into any acquisition agreementconsolidation, business combinationrecapitalization, merger agreement liquidation, dissolution or similar definitive agreementtransaction involving, or any letter purchase of intentall or any portion of the assets or any equity securities of, memorandum of understanding the Company or agreement in principleits Subsidiary (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any other agreement negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to a Business Combinationan Acquisition Proposal, (c) otherwise cooperate in each caseany effort or attempt to make, other than to implement or with Blade and its Representatives accept an Acquisition Proposal, or (d) otherwise knowingly facilitate enter into or consummate any such inquiries, proposals, discussions, agreement or negotiations understanding with any person or any effort by any Person entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company, its Subsidiary or which is intended or is reasonably likely to give rise to or result inStockholder, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company, its Representatives of Subsidiary and the Stockholders shall notify UniCapital immediately if any bona fide inquiries, proposals or offersoffers related to an Acquisition Proposal are received by, requests for any confidential information or requests for discussions or negotiations with respect todata is requested from, or which is reasonably likely any negotiations or discussions related to give rise to or result in an Acquisition Transaction Proposal are sought to be initiated or Alternate Business Combination Proposalcontinued with, it or any individual or entity referred to in the identity first sentence of the party making such inquirythis Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, proposal, offer 13.2 or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information13.3.
Appears in 1 contract
Sources: Agreement and Plan of Contribution (Unicapital Corp)
Exclusivity. (a) Blade agrees thatIn consideration of the time and effort expended, during and the Interim Periodmaterial expense incurred, Blade shall by Buyer in connection with the Contemplated Transactions, Seller will not, and will cause Seller’s Affiliates and each of their respective Representatives not taketo, nor shall Blade permit any on or after the date of its controlled Affiliates this Agreement and until the earlier of the Closing Date or Representatives to takethe termination of this Agreement in accordance with Article 12, whether directly or indirectly, (a) initiate, solicit, encourage, respond to, or otherwise facilitate any action to inquiries or proposals or enter into or continue any discussions, negotiations, understandings, arrangements or agreements (other than with Buyer or its Representatives) relating to: (i) solicit, knowingly assist any sale or knowingly encourage, lease of the Purchased Assets or any equity interest in Seller or (ii) initiate, knowingly facilitate any other transaction involving the acquisition or engage in discussions disposition of all or negotiations with, any portion of the Purchased Assets (iii) enter into any agreement with or each an “Alternative Transaction”); (ivb) provide non-public information concerning Blade any assistance, information, documents or data to, or otherwise cooperate or have discussions with, any Person (other than Acquiror Buyer or its Representatives) in connection with any inquiry, offer, proposal or agreement relating to an Alternative Transaction; (c) afford any access to the personnel, offices, facilities, properties or the Records of Seller to any Person (other than Buyer or its Representatives) relating to an Alternative Transaction or (d) otherwise assist or facilitate the making of, or cooperate in any way regarding any inquiry, offer, proposal or agreement by any Person (other than Buyer or its Representatives) relating to an Alternative Transaction. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 6.14 shall in any way restrict Green Plains Inc. or any of its Affiliates subsidiaries or any of their respective Representatives from engaging in discussions or negotiations with or entering into or consummating a transaction with any third party that would constitute a Change of Control Transaction, provided that any such Change of Control Transaction does not and shall not in any way relieve Seller of its obligations under this Agreement with respect to the Contemplated Transactions or under the other Transaction Documents. In the event an inquiry, offer, proposal or agreement relating to an Alternative Transaction is received by Seller, any Seller Affiliate, or any of their respective Representatives from a Person (other than Buyer or its Representatives), Seller will promptly notify Buyer of the receipt of such inquiry, offer, proposal or agreement, which notice shall include information as to the substance of such inquiry, offer, proposal, or agreement and the identity of the Person making such inquiry, offer, proposal, or agreement, and will promptly notify the Person making such inquiry, offer, proposal, or agreement of the existence of this exclusivity covenant (but not disclose the identity of any other Parties to this Agreement or any terms of this Agreement) and of Seller’s unwillingness to discuss any Alternative Transaction until this Agreement is terminated in each case of (i) through (iv) relating to accordance with its terms. Seller agrees and in furtherance of an Acquisition Transaction; provided, acknowledges that the executionviolation of the covenants or agreements in this Section 6.14 would cause irreparable injury to Buyer and its Affiliates and that monetary damages and any other remedies at law for any violation or threatened violation thereof would be inadequate, delivery and performance that, in addition to whatever other remedies may be available at law or in equity, Buyer and its Affiliates shall be entitled to temporary and permanent injunctive or other equitable relief without the necessity of proving actual damages or posting a bond or other security. Promptly following the date of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade Agreement, Seller shall, and shall cause its controlled the Seller Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations request that, other than in connection with any Person conducted prior to the date hereof with respect toa potential Change of Control Transaction, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make all Confidential Information previously disclosed to any proposal other Person (except Buyer or offer its Representatives) in connection with respect the sale process of the Business be destroyed or returned to a Business CombinationSeller, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combinationall notes, abstracts and other documents that contain Confidential Information be destroyed, and (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter the receiving party of intent, memorandum such Confidential Information provide Seller a written certification of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication an officer of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, the receiving party that the execution, delivery foregoing clauses (i) and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal(ii) have been satisfied.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during During the Interim Executory Period, Blade the Company shall not, and the Company shall cause each of the other Company Entities and all of their respective Affiliates and Representatives not taketo, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly encourage or knowingly facilitate any inquiries or engage in discussions the making of any proposals or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, offers from any Person (other than Acquiror Parent and its Representatives) concerning (A) any transfer or sale of Assets of any of its Affiliates or Representativesthe Company Entities (other than the sale of Assets in the Ordinary Course), (B) the issuance of any equity or debt interests or other securities (other than trade accounts or notes payable in each case the Ordinary Course or in connection with the exercise of options) of any of the Company Entities, or (iC) through any acquisition, business combination, amalgamation, change of control, merger or other similar transaction involving any of the Company Entities, whether structured as an Asset sale, equity sale, merger or otherwise (collectively, an “Acquisition Proposal”), (ii) have any discussion (other than to provide notice as to the existence of the obligations under this Section 5.4) with or provide any information to any Person relating, directly or indirectly, to any Acquisition Proposal, (iii) approve or recommend, or propose to approve or recommend, whether publicly or to any director, manager or equity holder, any Acquisition Proposal, or (iv) relating approve or recommend, or propose to and approve or recommend, or execute or enter into, any letter of intent, agreement in furtherance of an principal, merger agreement, acquisition agreement, option agreement or other similar Contract related to any Acquisition Transaction; providedProposal, that the executionor propose, delivery and performance of this Agreement and the other Transaction Agreements and the consummation whether publicly or to any director, manager or equity holder, or agree to do any of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease foregoing related to any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition TransactionProposal.
(b) During the Interim Executory Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror Company shall, and the Company shall cause its each of the other Company Entities and all of their respective Affiliates and Representatives to, (i) immediately cease and terminate any and all existing discussions discussion or negotiations negotiation with any Person conducted prior to the date hereof (other than Parent and its Representatives) with respect toto any Acquisition Proposal, and (ii) use commercially reasonable efforts to recover or which is reasonably likely cause to give rise be destroyed all information concerning the Company Entities in the possession of such Persons and their respective Representatives (other than information provided to or result in, such Person in the Ordinary Course for purposes unrelated to an Alternate Business Combination Acquisition Proposal).
(c) Each Party During the Executory Period, the Company shall promptly notify Parent of, and communicate to Parent in writing the other Parties as promptly as practicable terms and conditions of (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiryPerson making), proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationAcquisition Proposal.
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during Neither the Interim Period, Blade shall not take, Company nor shall Blade permit any of its controlled Affiliates directors, officers or Representatives employees shall, and the Company shall use its best efforts to takeensure that none of its representatives shall, whether directly or indirectly, solicit, initiate or encourage any action inquiries or proposals from or with any person (other than Acquiror) or such person's directors, officers, employees, representatives and agents that constitute, or could reasonably be expected to lead to a Third Party Acquisition. For purposes of this Agreement, a "THIRD PARTY ACQUISITION" shall mean (i) solicit, knowingly assist or knowingly encouragethe acquisition by any person of more than twenty percent of the total assets of the Branded Business, (ii) initiatethe acquisition by any person (other than an acquisition by a person in connection with a transaction permitted by Section 4.1(e), knowingly facilitate provided such person agrees to vote the Company Common Stock acquired in such transaction in favor of the Merger) of twenty percent or engage more of (A) the Company Common Stock or (B) the total number of votes that may be cast in discussions the election of directors of the Company at any meeting of shareholders of the Company assuming all shares of Company Common Stock and all other securities of the Company, if any, entitled to vote generally in the election of directors were present and voted at such meeting, or negotiations with, (iii) enter into any agreement merger, amalgamation or other combination of the Company with or (iv) provide non-public information concerning Blade toany person. The Company has, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance upon execution of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives toAgreement, immediately cease ceased or caused to be terminated any and all existing discussions or negotiations with any Person parties other than Acquiror conducted prior to the date hereof with respect toto any Third Party Acquisition. The Company may furnish or cause to be furnished information (pursuant to confidentiality arrangements no less favorable to the Company than the Confidentiality Agreement (as hereinafter defined), or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(bunless already in existence on the date hereof) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether and may participate in such discussions and negotiations directly or indirectly, any action to through its representatives if (i) make the failure to provide such information or participate in such negotiations and discussions would, in the opinion of its outside counsel, reasonably be deemed to cause the members of the Company's Board of Directors to breach their fiduciary duties under applicable law or (ii) another corporation, partnership, person or other entity or group makes a written offer or written proposal which, based upon the identity of the person or entity making such offer or proposal and the terms thereof, and the availability of adequate financing therefor, the Company's Board of Directors believes, in the good faith exercise of its business judgment and based upon advice of its outside legal and financial advisors, would reasonably be expected to be consummated and represents a transaction more favorable to its shareholders than the transactions contemplated by this Agreement (a "Higher Offer"). The Company shall notify Acquiror as soon as practicable if any such inquiries or proposals are received by, A-20 21 any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with it, which notice shall provide the identity of the third party or parties and the terms of any such proposal or proposals. The Company's Board of Directors may fail to recommend or fail to continue to recommend this Agreement in connection with any vote of its shareholders, or withdraw, modify, or change any such recommendation, or recommend any other offer or proposal, if the Company's Board of Directors, based on the opinion of its outside counsel, determines that making such recommendation, or the failure to recommend any other offer or proposal, or the failure to so withdraw, modify, or change its recommendation, or the failure to recommend any other offer or proposal, would reasonably be deemed to cause the members of the Company's Board of Directors to breach their fiduciary duties under applicable law in connection with a Higher Offer. In such event, notwithstanding anything contained in this Agreement to the contrary, any such failure to recommend, withdrawal, modification, or change of recommendation or recommendation of such other offer or proposal, or the entering by the Company into an agreement with respect to a Business Combination, Higher Offer (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, provided that the executionCompany shall have provided Acquiror with at least six business days' notice of its intention to so enter, delivery the terms of the Higher Offer and performance the identity of the other party thereto), shall not constitute a breach of this Agreement and by the other Transaction Agreements and Company. Notwithstanding the consummation of foregoing, the Transactions Company shall not be deemed enter into an agreement with a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof third party with respect to, or which is reasonably likely waive, modify or redeem the Rights or take any action to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in approve such transaction under any event within 48 hours) in writing antitakeover provision of the receipt by such Company's certificate of incorporation or state law in connection with, any Third Party or any Acquisition unless and until this Agreement is terminated in accordance with the provisions of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationArticle VII.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatNeither Parent nor the Company will, during and the Interim Period, Blade shall Company will not take, nor shall Blade permit any of its controlled Affiliates Subsidiaries or Representatives to takeany of the directors, whether officers, employees, advisors, representatives, stockholders, Equity Interests holders or agents of the Company or any of its Subsidiaries to, directly or indirectly, any action to (i) solicitdiscuss, knowingly assist negotiate, undertake, authorize, recommend, propose or knowingly encourageenter into, either as the proposed surviving, merged, acquiring or acquired corporation, any transaction involving a merger, consolidation, business combination, purchase or disposition of any amount of the assets of the Company (other than the sale of inventory in the ordinary course of business) or any of its Subsidiaries or any Equity Interests of the Company or any of its Subsidiaries other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) initiatewillfully facilitate, knowingly facilitate encourage or engage solicit or initiate discussions, negotiations or submissions of proposals or offers in discussions or negotiations withrespect of an Acquisition Transaction, (iii) enter into furnish or cause to be furnished, to any agreement person or entity, any information concerning the business, operations, properties or assets of the Company or its Subsidiaries in connection with an Acquisition Transaction, or (iv) provide non-public information concerning Blade tootherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any Person (effort or attempt by any other than Acquiror person or entity to do or seek any of its Affiliates or Representatives), in each case the foregoing. Until the earlier of (ix) through the Closing and (ivy) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of date on which this Agreement is terminated, the Company and Parent shall notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing.
(b) Parent and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade Company shall, and the Company shall cause its controlled Affiliates Subsidiaries and Representatives their representatives to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person Persons (other than Buyer) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer heretofore with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement Acquisition Transaction. Parent and the other Transaction Agreements Company agree not to, and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and Company shall cause its Affiliates and Representatives Subsidiaries not to, immediately cease release any and all existing discussions or negotiations with third party from the confidentiality provisions of any Person conducted prior agreement to which Parent, the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party Company or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which Subsidiaries is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationa party.
Appears in 1 contract
Sources: Merger Agreement (Utstarcom Inc)
Exclusivity. (a) Blade agrees that, during During the Interim Period, Blade neither Company Party shall not take, nor shall Blade such Company Party permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, (i) any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate initiate or engage in discussions or negotiations with, (iii) or enter into any agreement with with, or (iv) encourage, respond to inquiries or proposals by, or provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives) concerning any merger or similar business combination transaction, or sale of all or substantially all of the equity interests of such Company Party, or sale of substantially all of the assets involving such Company Party or its Subsidiaries, taken as a whole (other than immaterial assets or assets sold in the ordinary course of business), in or any other transaction that would constitute a change of control of such Company Party or would otherwise prohibit or delay the Transactions (each case of (i) through (iv) relating to and in furtherance of such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a) or (ii) any action in connection with a public offering of any Equity Securities of such Company Party or any of its Subsidiaries (or any Affiliate or successor of such Company Party or any of its Subsidiaries). Blade Each Company Party shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition TransactionTransaction or public offering of Equity Securities of such Company Party. The Company Parties will promptly (and in no event later than 48 hours after becoming aware of such inquiry, proposal, offer or submission) (x) notify Acquiror if the Company Party or any of its Subsidiaries, Affiliates, or Representatives receives any inquiry, proposal, offer or submission with respect to an Acquisition Transaction during the Interim Period, (y) notify Acquiror of the identity of the Person making such inquiry or submitting such proposal, offer or submission, and (z) provide Acquiror with a copy of such inquiry, proposal, offer or submission (in the case of subsections (y) and (z) only, to the extent not prohibited by any applicable non-disclosure agreement entered into prior to April 11, 2021, to which the Company Party is a party, as determined in good faith by such Company Party, in which case the Company Party shall provide such notice to the maximum extent not prohibited). The Company Parties agree that the rights and remedies for noncompliance with this Section 8.03(a) include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to Acquiror and that money damages would not provide an adequate remedy for such injury.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal solicit, initiate, continue or offer with respect to a Business Combination, (ii) initiate any engage in discussions or negotiations with any Person with respect to a Business Combinationwith, (iii) or enter into any acquisition agreement, business combination, merger agreement or similar definitive agreementwith, or encourage, respond to inquiries or proposals by, provide information to or commence due diligence with respect to, any letter of intentPerson (other than the Company Parties, memorandum of understanding or agreement in principle, their respective members or any other agreement relating to a Business Combinationof their respective Affiliates or Representatives), in each caseconcerning, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade involving Acquiror (an a “Alternate Business Combination Proposal”)) other than with the Company Parties, their members and their respective Affiliates and Representatives; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as . Acquiror will promptly as practicable (and in any no event within later than 48 hours) in writing hours after becoming aware of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and submission) (x) notify the material terms and conditions thereof. Each Party shall keep Company Parties if Acquiror or any of its Subsidiaries, Affiliates, or Representatives receives any inquiry, proposal, offer or submission with respect to an Alternate Business Combination Proposal during the other Interim Period, (y) notify the Company Parties promptly informed of the status identity of the Person making such inquiry or submitting such proposal, offer or submission, and (z) provide the Company Parties with a copy of such inquiry, proposal, offer or submission (in the case of subsections (y) and (z) only, to the extent not prohibited by any applicable non-disclosure agreement entered into prior to April 11, 2021, to which Acquiror is a party, as determined in good faith by Acquiror, in which case Acquiror shall provide such inquiriesnotice to the maximum extent not prohibited). Acquiror agrees that the rights and remedies for noncompliance with this Section 8.03(b) include specific performance, proposals, offers it being acknowledged and agreed that any breach or requests threatened breach will cause irreparable injury to the Company Parties and that money damages would not provide an adequate remedy for informationsuch injury.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatThe Company shall not, during and the Interim Period, Blade Company shall not take, nor shall Blade permit any require each of its controlled Affiliates or Representatives to takeofficers, whether directors, employees, representatives and agents not to, directly or indirectly, any action to indirectly (i) initiate, solicit, knowingly assist encourage or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for discussion with any party (other than Parent) concerning any merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock, sale of material assets or similar business transaction involving the Company or any division of the Company, or (ii) engage in discussions or negotiations with any party (other than Parent) concerning any such transaction. Notwithstanding the foregoing, prior to the obtaining of the Requisite Stockholder Approval, the Company may furnish non-public information concerning the business, properties or assets of the Company to another party and may engage in discussions or negotiations with such party, if (x) the Company receives a Superior Offer from such party, (y) the Company first executes with such party a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement between Parent and the material Company dated July 19, 2001 (the "Confidentiality Agreement"), and (z) the Board of Directors of the Company concludes, after consultation with its outside legal counsel, that the fiduciary duties of the Board of Directors under applicable law require the Company to do so.
(b) The Company shall immediately notify any party with which discussions or negotiations of the nature described in paragraph (a) above were pending that the Company is terminating such discussions or negotiations. If the Company receives any inquiry, proposal or offer of the nature described in paragraph (a) above, the Company shall, within one business day after such receipt, notify Parent of such inquiry, proposal or offer, including the identity of other party and the terms of such inquiry, proposal or offer. If the Company makes a determination under the final sentence of paragraph (a) above that it is permitted to furnish non-public information and/or engage in discussions or negotiations with another party, the Company shall, within one business day after such determination, notify Parent in writing of such determination and conditions thereof. Each Party the basis therefor, and shall keep the other Parties promptly informed Parent informed, on a current basis, of the status of any such inquiriesdiscussions or negotiations and the terms being discussed or negotiated.
(c) If Parent solicits or receives an Acquisition Proposal, proposalsParent shall keep the Company informed, offers on a current basis, of the status of such discussions or requests for informationnegotiations and the terms being discussed or negotiated.
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during During the Interim Period, Blade (i) the Company and the Major Shareholders (other than CPPIB) shall not take, nor shall Blade they permit any of its controlled their Affiliates or Representatives to take, and (ii) CPPIB shall procure that the Restricted CPPIB Group shall not take, nor shall it permit any of the Representatives of the Restricted CPPIB Group to take, in each case, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate initiate or engage in discussions or negotiations with, (iii) or enter into any agreement with with, or (iv) encourage, or provide non-public information concerning Blade to, any Person (other than Acquiror PubCo, Merger Sub, RMG II and/or any of their Affiliates and Representatives) concerning, relating to or which is intended or is reasonably likely to give rise to or result in any purchase of any of equity securities of, or membership interests in, or the issuance and sale of any equity securities of, or membership interests in, the Company or its Subsidiaries (other than (x) any purchases of equity securities by the Company from employees of the Company or its Subsidiaries and (y) in the case of the SS Group, entering into such documents and instruments and taking such actions as may be required to release or otherwise discharge any guarantee or other credit support granted by the Company or any Subsidiary in respect of, or to repay, prepay or refinance, any Indebtedness incurred by the SS Group) or any merger or sale of substantial assets involving the Company or its Subsidiaries, in each case, other than the Transactions, a transfer by any Major Shareholder to any of its Affiliates, or as provided in this Agreement (any such purchase, issuance, sale or merger, an “Acquisition Transaction”). If the Company, the Major Shareholders (other than CPPIB) or any of its their Affiliates or Representatives)CPPIB (or the Restricted CPPIB Group) or any of their respective Representatives receives any inquiry or proposal regarding an Acquisition Transaction at any time prior to the Closing, then the Company or the Major Shareholders, as applicable, shall promptly notify such Person indicating only that it is subject to an exclusivity agreement that prohibits providing any information related to or entertaining any proposals or offers or engaging in any negotiations or discussions concerning any Acquisition Transaction and, in each case such event, the Company or the Major Shareholders, as applicable, shall also promptly notify RMG II of (i) through (iv) relating to such facts and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement circumstances. The Company and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade Major Shareholders shall, and shall cause its controlled their Affiliates and Representatives to (and CPPIB shall cause the Restricted CPPIB Group and the Representatives of the Restricted CPPIB Group to), immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. During the Interim Period, the Company shall procure that the Company Stockholders shall not, except as expressly contemplated by this Agreement, directly or indirectly transfer any interest (direct or indirect, record, beneficial, economic voting or otherwise) in the Company Stock, whether by sale or exchange, by gift, by operation of law, by pledge or encumbrance or otherwise, except that (a) the SS Group may transfer Company Ordinary Stock held by it pursuant to an enforcement of a pledge by any of the lenders under Indebtedness incurred by the SS Group; (b) the SS Group may sell and/or transfer Company Ordinary Stock to any third party solely for the purpose of utilizing the proceeds from such sale and/or transfer to repay, prepay or otherwise discharge the Indebtedness secured by the Company Ordinary Stock held by the SS Group that remains outstanding, to the extent such the repayment of such Indebtedness is demanded or required by the relevant creditor; and (c) the SS Group may transfer their Company Ordinary Stock to their respective Affiliates; provided that any such transfer by the SS Group in each of (a), (b) and (c) above to a third party or an Affiliate shall be conditional upon such third party or Affiliate having acceded to the terms of this Agreement and assumed the obligations of the SS Group hereunder as if such third party or Affiliate were a party to this Agreement. Notwithstanding anything to the contrary in this Section 10.03(a), GSW and its Affiliates and Representatives may at any time during the Interim Period, directly or indirectly, take any action or solicit, initiate or engage in any discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person solely for the purposes of a sale by GSW of such number of securities in PubCo and/or the Company as will result in GSW reducing its aggregate Effective Economic Interest in PubCo and/or the Company to no more than 33% and its aggregate voting interest in PubCo and/or the Company to no more than 4.9% following the Closing (and for the purposes of determining whether such thresholds are met, any Company Stock shall also be taken into consideration), provided that such sales do not delay or adversely affect the consummation of the Transactions or the ability to satisfy the conditions of Article XI. This Section 10.03 shall not apply to the Green Rock Internal Restructuring.
(b) During the Interim Period, Acquiror RMG II shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal solicit, initiate, continue or offer with respect to a Business Combination, (ii) initiate any engage in discussions or negotiations with any Person with respect to a Business Combinationwith, (iii) or enter into any acquisition agreement, business combination, merger agreement or similar definitive agreementwith, or encourage, respond, provide information to or commence due diligence with respect to, any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, Person (other than to or with Blade the Company and/or any of its Affiliates and its Representatives or (d) otherwise knowingly facilitate any such inquiriesRepresentatives), proposalsconcerning, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, whether written or oral oral, relating to any Business Combination other than with Blade the Company, the Company Stockholders and their respective Affiliates and Representatives (an a “Alternate Business Combination Proposal”); provided. If RMG II or any of its Affiliates or Representatives receives any inquiry or proposal regarding a Business Combination Proposal at any time prior to the Closing, then RMG II shall promptly notify such Person indicating only that it is subject to an exclusivity agreement that prohibits them from providing any information considering such inquiry or proposal and, in such event, RMG II shall also promptly notify the execution, delivery Company of such facts and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b)circumstances. Acquiror RMG II shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate a Business Combination Proposal.
(c. Nothing contained in this Section 10.03(b) Each Party shall notify prohibit RMG II or the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party RMG II Board or any of committee thereof from making any disclosure to the RMG II Shareholders if the RMG II Board determines in good faith, after consultation with its Representatives of any bona fide inquiriesoutside legal counsel and/or financial advisors, proposals or offers, requests for information or requests for discussions or negotiations that failure to do so would be inconsistent with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationits fiduciary obligations under applicable Law.
Appears in 1 contract
Sources: Business Combination Agreement (RMG Acquisition Corp. II)
Exclusivity. (a) Blade agrees that, during During the Interim Period, Blade shall not takeexcept with respect to this Agreement and the transactions contemplated hereby, nor shall Blade permit the Company agrees that it will not, and it will cause the Company’s Subsidiaries and the Company’s and its Subsidiaries’ respective directors, officers, employees, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of its controlled Affiliates them and any individual member or Representatives to takeemployee of the foregoing) (each, whether an “Agent”) not to: (a) initiate, encourage, solicit or seek, directly or indirectly, any action inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any securities of, the Company or any of its Subsidiaries (iany such proposal or offer being hereinafter referred to as a “Proposal”); (b) solicitengage in any negotiations concerning, knowingly assist or knowingly encourageprovide any confidential information or data to, or have any substantive discussions with, any person relating to a Proposal; (iic) initiate, knowingly otherwise facilitate or engage cooperate in discussions any effort or negotiations withattempt to make, implement or accept a Proposal; or (iiid) enter into Contract with any agreement with Person relating to a Proposal. If the Company, any of its Subsidiaries or (iv) provide non-public information concerning Blade to, any Agent has provided any Person (other than Acquiror Buyer’s or any of the Company’s or its Affiliates or Representatives), in each case of (iSubsidiaries’ Agents) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, confidential information or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement data relating to a Business CombinationProposal, in each case, other than to they shall request the immediate return or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b)destruction thereof. Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party The Company shall notify the other Parties as promptly as practicable (and in Buyer immediately if any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offersoffers related to a Proposal are received by, requests for any confidential information or requests for discussions or negotiations with respect todata is requested from, or which is reasonably likely any negotiations or discussions related to give rise a Proposal are sought to be initiated or result in an Acquisition Transaction continued with, it, any of its Subsidiaries or Alternate Business Combination Proposalany of their respective directors, officers, employees and Affiliates or, to its Knowledge, any other Agent. Such notice shall disclose the identity of the party making such inquirymaking, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of of, any such inquiriesProposal, proposalsinquiry or request, offers and shall include a true and complete copy of such Proposal, inquiry or requests for informationrequest, if in writing.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.)
Exclusivity. (a) Blade agrees that5.9.1. Unless this Agreement shall have been terminated in accordance with its terms, during the Interim PeriodCompany shall not, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, through any action Affiliate, officer, director, Shareholder, agent or otherwise (the "Representatives"): (a) solicit, initiate, discuss or encourage the submission of any proposal or offer from any person relating to (i) solicit, knowingly assist any acquisition or knowingly encourage, purchase of all or a majority of the equity ownership or assets of the Company or (ii) initiateany business combination with the Company involving a change in control of the equity ownership or assets of the Company (collectively, knowingly an "Acquisition Transaction"); or (b) participate in any negotiations regarding, discuss with or furnish to any other person any information with respect to, or otherwise cooperate or negotiate in any way with, or assist or participate in, facilitate or engage encourage, any effort or attempt by any other person to do or seek any of the foregoing.
5.9.2. The Company shall notify Parent orally and in discussions writing promptly (but in no event later than 24 hours) after receipt by the Company of any proposal or negotiations with, offer (iiioral or in writing) enter into from any agreement with Person other than Parent to effect an Acquisition Transaction or (iv) provide any request for non-public information concerning Blade torelating to the Company or for access to the properties, books or records of the Company by any Person (other than Acquiror Parent. Such notice shall indicate the identity of the Person making the proposal or offer, or intending to make a proposal or offer or requesting non-public information or access to the books and records of the Company, the material terms of any such proposal or offer, or modification or amendment to such proposal or offer and copies of its Affiliates any written proposals or Representatives)offers or amendments or supplements thereto. The Company shall keep Parent informed, on a current basis, of any material changes in each case the status and any material changes or modifications in the material terms of any such proposal, offer, indication or request.
5.9.3. The Company shall (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and Company shall cause its controlled Affiliates and Representatives to, ) immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person Persons (other than Parent) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer heretofore with respect to a Business Combination, (ii) initiate any discussions or negotiations with Acquisition Transaction. The Company agrees not to release any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade third party from the confidentiality and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives standstill provisions of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or agreement to which the Company is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationa party.
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during From the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance date of this Agreement and through the other Transaction Agreements and the consummation earlier of the Transactions Closing or the termination of this Agreement, Parent shall not be deemed a violation of this Section 8.03(a). Blade shall, (and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether not) directly or indirectly, indirectly take any action to (i) make any proposal encourage, solicit, facilitate or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreementthe submission of, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and engage in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, any proposal or offer from, or provide any information to, any Person relating to, or enter into, negotiate, engage in discussions or negotiations regarding, or consummate, any transaction relating to, or which is could reasonably likely be expected to give rise lead to (a) the direct or result indirect sale, disposition, acquisition or transfer of all or a material portion of the Business or the Transferred Entities (including through an asset sale, lease, license, equity sale, equity issuance, merger or otherwise, but excluding the sale of inventory in the Ordinary Course of Business), or (b) any other restructuring, recapitalization or other modification of any Transferred Entity’s or the Business’ structure or ownership or other transaction (in each case, other than in connection with the Pre-Closing Restructuring) that would prevent, materially delay or impede the consummation of the Sale or any other transaction contemplated by this Agreement (each, an “Acquisition Transaction Transaction”) or Alternate Business Combination Proposalparticipate in any discussions or negotiations regarding, furnish any information with respect to, knowingly facilitate, or assist in any manner, or participate in any effort or attempt by, any Person to do or seek any of the foregoing. Parent shall, and shall cause each of its Representatives to, cease and terminate any existing discussions with any Person (other than Purchaser, the identity Purchaser Sponsors and their respective Representatives) that relate to any Acquisition Transaction. Upon the execution of this Agreement, Parent shall promptly terminate any third party’s and any of such third-party’s officers’, directors’, employees’, representatives’, consultants’, financial advisors’, attorneys’, accountants and other agents’ access to the party making such inquiry, proposal, offer Data Room or request for information any similar data room (other than Purchaser and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationits Representatives).
Appears in 1 contract
Exclusivity. (a) Blade The Company hereby agrees that, during the Interim Period, Blade shall not takethat it will not, nor shall Blade will it permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade Subsidiaries to, nor will it authorize or permit any Person (officer, director or employee of, or any investment banker, attorney or other than Acquiror advisor or representative of it or any of its Affiliates Subsidiaries to, solicit or Representativesinitiate, or encourage the submission of, any proposal or transaction for a financing of the Company (other than draws under the Foothill Facility or project financing in the ordinary course of business consistent with past practice) or for the acquisition by a Person other than the Investor or an Affiliate of the Investor of stock or a substantial part of the assets of the Company through a merger or other business combination, stock or assets acquisition or otherwise (in any such case, an "ALTERNATIVE TRANSACTION") (or to furnish to any Person any nonpublic information concerning the business, properties or assets of the Company (other than in connection with the sale by the Company of properties designated for sale in an Approved Business Plan, as required by the Foothill Loan Documents or in connection with project financing (debt or equity) in the ordinary course of business consistent with past practice), in each case or to otherwise facilitate any inquiries or the making of (iany pro- posal) through (iv) relating prior to and in furtherance of an Acquisition Transaction; providedthe Closing. In addition, the Company hereby agrees that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shallit will, and shall will cause its controlled Affiliates Subsidiaries, officers, directors, employees, investment bankers, attorneys and Representatives other advisors or representatives to, immediately cease terminate any and all existing other discussions or negotiations with any Person conducted third party regarding any Alternative Transaction, and that the Company will not, nor will it permit any of its Subsidiaries to, nor will it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of the Company, or any of its Subsidiaries to have any additional discussions or negotiations with any third party regarding such an Alternative Transaction prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition TransactionClosing.
(b) During Notwithstanding the Interim Periodprovisions of Section 6.6(a), Acquiror shall not takeprior to the Closing, nor shall it permit any to the extent required by the fiduciary obligations of the Board, as determined in good faith by the Board after receipt of the written advice of its Affiliates or Representatives to takeoutside counsel and financial advisor, whether directly or indirectly, any action to the Company may (i) make any proposal or offer in response to an unsolicited request therefor, furnish information with respect to the Company to the requestor pursuant to a Business Combination, customary confidentiality agreement and discuss such information and the terms of this Section 6.6 (but not the terms of any possible Alternative Proposal) with such Person and (ii) initiate any discussions or negotiations with any Person with respect upon receipt by the Company of an unsolicited Alternative Proposal, following delivery to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation Investor of the Transactions shall not be deemed a violation notice required pursuant to the last two sentences of this Section 8.03(b6.6(b), participate in negotiations regarding such Alternative Proposal. Acquiror shallWithout limiting the foregoing, and shall cause its Affiliates and Representatives to, immediately cease it is understood that any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing violation of the receipt restrictions set forth in the preceding sentence by such Party any director or executive officer of the Company or any of its Representatives of Subsidiaries or any bona fide inquiriesinvestment banker, proposals financial advisor, attorney or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise other advisor to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity representative of the party making Company or any of its Sub- sidiaries, whether or not such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed person is purporting to act on behalf of the status Company or any of any such inquiriesits Subsidiaries or otherwise, proposals, offers or requests for information.shall be deemed to be a breach of Section 6.6
Appears in 1 contract
Sources: Investment Agreement (Atlantic Gulf Communities Corp)
Exclusivity. During the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause its officers, directors, employees, agents, representatives and Affiliates (aincluding for this purpose commonly Controlled Affiliates and Subsidiaries) Blade agrees thatnot to, during the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (ia) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate seek, encourage or engage support any inquiry, proposal or offer from, furnish any information to, or participate in any discussions or negotiations with, any corporation, partnership, person or other entity or group (iiiother than Parent and its Subsidiaries and Representatives) regarding any Acquisition Proposal, (b) enter into any agreement into, continue with or (iv) participate in any discussions or negotiations with, or provide non-public any information concerning Blade to, any Person (other than Acquiror Parent and its Subsidiaries and Representatives) concerning a possible Acquisition Proposal or (c) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. During the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, upon receipt by the Company or any of its commonly Controlled Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiryproposal, proposal or indication of interest, written request or oral relating inquiry that could reasonably be expected to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior lead to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity Company shall within one (1) Business Day (i) notify Parent of its receipt of such Acquisition Proposal and (ii) communicate to Parent in reasonable detail the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiriesAcquisition Proposal (including providing Parent with a written statement with respect to any non-written Acquisition Proposal received, proposalswhich statement must include the terms thereof). In addition, offers the Company will within one (1) Business Day advise Parent of any material modification or requests for informationproposed modification to such Acquisition Proposal and any other information necessary to keep Parent informed in all material respects regarding the status and details of such Acquisition Proposal.
Appears in 1 contract
Sources: Merger Agreement (Mountain Crest Acquisition Corp. III)
Exclusivity. From the date hereof until the earlier of (ai) Blade agrees thatthe date this Agreement is terminated pursuant to Article VII and (ii) the Closing Date, during the Interim PeriodCompany Group shall not, Blade and shall not takecause its Affiliates and direct its Agent to not, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to : (i) encourage, solicit, knowingly assist initiate, facilitate or knowingly encourage, continue inquiries regarding an Acquisition Proposal; (ii) initiate, knowingly facilitate or engage in enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreement with agreements or other instruments (ivwhether or not binding) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of regarding an Acquisition Transaction; provided, that the execution, delivery Proposal. The Company Group shall immediately cease and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not cause to be deemed a violation of this Section 8.03(a). Blade shallterminated, and shall direct its Agents and cause its controlled Affiliates and Representatives to, to immediately cease any and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted prior to the date hereof heretofore with respect to, or which is reasonably likely to give rise to or result inthat could lead to, an Acquisition Transaction.
Proposal. For purposes hereof, "Acquisition Proposal" shall mean any inquiry, proposal or offer from any Person (b) During the Interim Periodother than Parent, Acquiror shall not take, nor shall it permit Merger Sub or any of its Affiliates or Representatives to take, whether directly or indirectly, any action to their Affiliates) concerning (i) make any proposal a merger, consolidation, liquidation, recapitalization, share exchange or offer with respect to a Business Combination, other business combination transaction involving the Company or either Company Subsidiary; (ii) initiate any discussions the issuance or negotiations with any Person with respect to a Business Combination, acquisition of shares of capital stock or other equity securities of the Company or either Company Subsidiary; or (iii) enter into the sale, lease, exchange or other disposition of any acquisition agreement, business combination, merger agreement significant portion of the Company Group's properties or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combinationassets, in each case, other than to in respect of the transactions contemplated hereby or by the Ancillary Documents. The Company Group agrees that the rights and remedies for noncompliance with Blade this Section 5.1(c) shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and its Representatives or (d) otherwise knowingly facilitate agreed that any such inquiries, proposals, discussions, breach or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and threatened breach shall cause its Affiliates irreparable injury to Parent and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior that money damages would not provide an adequate remedy to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination ProposalParent.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Sources: Merger Agreement (HMS Holdings Corp)
Exclusivity. From immediately after the execution and delivery of this Agreement and through the Closing (a) Blade agrees thator the earlier termination of this Agreement pursuant to Article VIII), during the Interim PeriodCompany will not, Blade shall and the Company will cause its Subsidiaries not taketo, nor shall Blade and will not authorize or permit any of its controlled or their directors, partners, officers, managers, employees, agents, Affiliates or Representatives to takeAdvisors to, whether directly or indirectly, take any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiatesupport, knowingly facilitate facilitate, initiate or engage in discussions or negotiations with, (iii) enter into or provide any agreement with information to, or (iv) provide non-public information concerning Blade tootherwise cooperate in any way with, or accept any proposal or offer from, any Person (other than Acquiror Buyer, Merger Sub and their respective Advisors acting in such capacity) concerning any merger or recapitalization involving the Company or its Subsidiaries, any sale of the Common Stock or other equity interests of the Company or its Subsidiaries, any sale of all or a material portion of the assets or equity interests of the Company or its Subsidiaries or any similar transaction involving the Company or its Subsidiaries (other than inventory and equipment sold in the ordinary course of its Affiliates or Representatives), in each case of business) (i) through (iv) relating to and in furtherance of an "Acquisition Transaction; provided"). Upon execution of this Agreement the Company will, that and will cause its Subsidiaries and their respective officers, directors, Affiliates and Advisors to, immediately cease and cause to be terminated any and all negotiations or discussions with any third party regarding any proposal concerning any Acquisition Transaction, including any access to any online or other datasites. From immediately after the execution, execution and delivery and performance of this Agreement and through the other Transaction Agreements and Closing (or the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance earlier termination of this Agreement and pursuant to Article VIII), the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shallCompany will, and shall will use reasonable best efforts to cause its Subsidiaries and its and their directors, partners, officers, managers, employees, agents, Affiliates and Representatives Advisors to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any no event within 48 hourslater than 24 hours after receipt thereof) notify Buyer in writing of the receipt (including by such Party or any of its Representatives electronic mail) of any bona fide inquiriesproposal, proposals offer, inquiry or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in notice concerning an Acquisition Transaction or Alternate Business Combination Proposalthat would reasonably be expected to lead to a proposal relating to any Acquisition Transaction, or any request for information from a Person in respect of an Acquisition Transaction (including the identity material terms thereof and a copy of the party making such inquiry, any written proposal, offer or request for information and request) that is received by the material terms and conditions thereofCompany or any Affiliate, Advisor or representative of the Company. Each Party shall The Company will use reasonable best efforts to keep the other Parties promptly Buyer informed on a reasonably current basis (and, in any event, within 24 hours) of the status and details of any material modifications to any such inquiriesproposal, proposals, offers offer or requests for informationrequest.
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during the Interim Period, Blade Seller shall not take, (nor shall Blade will it permit any of its controlled officers, directors, agents, representatives (including bankers and attorneys) or Affiliates or Representatives to taketo), whether directly or indirectly, take any action to of the following actions with any party, other than Purchaser or its Affiliates, representatives or agents: (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate encourage or engage in discussions respond to any request for information or negotiations withany offer or inquiry from any other Person regarding, (iii) or enter into any agreement with discussions, negotiations, agreements, understandings or arrangements for, the acquisition of (ivA) provide non-public information concerning Blade to, any Person or all of the Contributed Assets (other than Acquiror the sale of products in the ordinary course of business consistent with past practice or in connection with the Contribution) and (B) any of the capital stock or other equity interest of Seller or any of its Affiliates Subsidiaries (other than in connection with the grant of stock options, issuance of convertible securities or Representatives)exercise or conversion of such instruments, in each case in the ordinary course of business, consistent with past practice), or (iii) through (iv) relating solicit or respond to and in furtherance any request for information or any offer or inquiry from any other Person regarding, or enter into any discussions, negotiations, agreements, understandings or arrangements for the establishment of an Acquisition Transaction; providedarrangement for, that the execution, delivery and performance distribution of this Agreement and products of Seller or any Subsidiary of Seller outside the other Transaction Agreements and the consummation ordinary course of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations business consistent with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transactionpast practice.
(b) During In the Interim Periodevent that Seller or its officers, Acquiror directors, agents, representatives (including bankers and attorneys) or Affiliates shall not takereceive any request, nor shall it permit any of its Affiliates offer or Representatives to takeproposal, whether directly or indirectly, any action of the type referred to in subsections (ia)(i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect above, Seller shall promptly inform C-COR as to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, offer or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposalproposal.
(c) Each Party Seller shall notify pay C-COR $5,000,000 as liquidated damages and not as a penalty if Seller, the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party Company or any of its Representatives Seller’s Affiliates breaches Section 6.6(a) of this Agreement or Section 2(a) of the Voting Agreement, and this Agreement is terminated by C-COR or Purchaser as a result of such breach. This Section 6.6(c) shall be the exclusive remedy of C-COR, Purchaser or any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations of their Affiliates with respect to, or which is reasonably likely to give rise to or result any breach described in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationthis Section 6.6(c).
Appears in 1 contract
Exclusivity. The Seller and API will not (a) Blade agrees that, during the Interim Period, Blade shall and will not take, nor shall Blade cause or permit any of its controlled Affiliates the Company and the Subsidiaries to, and the Seller and API shall not permit or Representatives to takecause any of their respective officers or directors to, whether and the Seller and API shall direct their employees, agents and representatives (including any investment banker, attorney or accountant retained by either of them) not to, directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or encourage the submission of any proposal, inquiry or offer from any Person relating to the acquisition of all or substantially all of the capital stock or assets of any of the Company and the Subsidiaries (including any acquisition structured as a merger, consolidation, share exchange or similar transaction) (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). Neither the Seller nor API will (and each of them will cause the Company and the Subsidiaries not to), and API will not permit or cause any of its officers and directors to, and the Seller shall direct its employees, agents and representatives (including any investment banker, attorney or accountant retained by it) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data (including, without limitation, Confidential Information) to, or have any discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; providedProposal, that whether made before or after the execution, delivery and performance date of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a)Agreement, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Blade shall, and shall cause its controlled Affiliates and Representatives to, API will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person parties conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer heretofore with respect to a Business Combination, (ii) initiate any discussions of the foregoing. API agrees that it will take the necessary steps to promptly inform the individuals or negotiations with any Person with respect entities referred to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter in the first sentence hereof of intent, memorandum of understanding or agreement the obligations undertaken in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate this Section 5.10. The Seller will notify the Buyer immediately if any such inquiries, proposalsproposals or offers are received by, discussionsany such information requested from, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing such discussions or negotiations with any Person conducted prior are sought to the date hereof with respect tobe initiated or continued with, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiriesrepresentatives indicating, proposals or offers, requests for information or requests for discussions or negotiations in connection with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposalsuch notice, the identity name of the party making such inquiry, proposal, offer or request for information Person and the material terms and conditions thereofof any proposals or offers. Each Party shall keep the other Parties The Seller also will promptly informed request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to return all confidential information (including, without limitation, Confidential Information) heretofore furnished to such Person by or on behalf of the status Company or any of any such inquiries, proposals, offers or requests for informationits Subsidiaries.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatFrom the date of this Agreement until the Closing, during or the Interim Periodearlier termination of this Agreement in accordance with its terms, Blade shall except as provided for in this Agreement, the Company and Merger Sub will not take(and will cause the Company Group and its and their respective Affiliates and Representatives not to) solicit, nor shall Blade permit initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any of its controlled Affiliates inquiries or Representatives proposals by, or provide any information to takeany Person relating to, whether directly or indirectlyenter into or consummate any transaction relating to, any action to (i) solicitany merger or sale of ownership interests in, knowingly assist or knowingly encouragematerial assets of, the Company Group, or a recapitalization, share exchange, or similar transaction with respect to the Company Group, or (ii) initiateany financing, knowingly facilitate or engage in discussions or negotiations withinvestment, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade toacquisition, any Person (other than Acquiror purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the ability of its Affiliates or Representatives), the Company Group to consummate the Transactions contemplated by this Agreement (the transactions in each case of subsections (i) through and (iv) relating to and in furtherance of an Acquisition Transaction; providedii), that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(acollectively “Company Competing Transactions”). Blade shallIn addition, the Company and shall Merger Sub will (and will cause the Company Group and its controlled and their respective Affiliates and Representatives to, immediately ) promptly cease any and all existing discussions or negotiations with any Person conducted prior heretofore with respect to any Company Competing Transaction. The Company and Merger Sub will promptly (and in no event later than 48 hours after becoming aware of such inquiry, proposal, offer or submission) notify SPAC if the Company or Merger Sub (or, to the date hereof Company’s Knowledge, any Affiliates or Representatives of the Company, Merger Sub or any other member of the Company Group) receives any inquiry, proposal, offer or submission with respect toto a Company Competing Transaction, after the execution and delivery of this Agreement, and will inform the SPAC of the principal terms of the inquiry, proposal, offer or which is reasonably likely to give rise to or result in, an Acquisition Transactionsubmission.
(b) During From the Interim Perioddate of this Agreement until the Closing, Acquiror shall or the earlier termination of this Agreement in accordance with its terms, except as provided for in this Agreement, the SPAC will not take(and will cause its Affiliates and Representatives not to) solicit, nor shall it permit initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests in, or material assets of, the SPAC or any of its Affiliates Subsidiaries, or Representatives a recapitalization, share exchange, or similar transaction with respect to takethe SPAC or any of its Subsidiaries, whether directly or indirectly(ii) any financing, investment, acquisition, purchase, merger, sale or any action other similar transaction that would restrict, prohibit or inhibit the ability of the SPAC or any of its Subsidiaries to consummate the Transactions contemplated by this Agreement (the transactions in subsections (i) make any proposal or offer with respect to a Business Combination, and (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination), (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an collectively “Alternate Business Combination ProposalSPAC Competing Transactions”); provided. In addition, that the execution, delivery SPAC will (and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall will cause its Affiliates and Representatives to, immediately ) promptly cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof heretofore with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as any SPAC Competing Transaction. The SPAC will promptly as practicable (and in any no event within later than 48 hours) in writing hours after becoming aware of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and submission) notify the material terms and conditions thereof. Each Party shall keep Company if the other Parties promptly informed SPAC (or, to the SPAC’s Knowledge, any of its Affiliates or Representatives) receives any inquiry, proposal, offer or submission with respect to a SPAC Competing Transaction (not including the identity of the status Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of any such inquiriesthis Agreement, proposalsand will inform the Company of the principal terms of the inquiry, offers proposal, offer or requests for informationsubmission.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatEach member of Seller Group, during the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement Alias Companies and the other Transaction Agreements and the consummation of the Transactions Subsidiaries shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or and negotiations with any Person third parties conducted prior to the date hereof with respect to any Acquisition Proposal (as defined below) and shall not enter into any Contract with respect to any Acquisition Proposal. Until the consummation of the transactions contemplated hereby or the termination of this Agreement pursuant to Article 12 hereof, none of Seller Group, the Alias Companies or the Subsidiaries shall, directly or indirectly, through any Affiliate or any of its or their officers, directors, employees, attorneys, shareholders, financial advisors, accountants or other representatives, agents, Affiliates or any of its or their subsidiaries or otherwise, (i) initiate, solicit, pursue, discuss or encourage any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (ii) continue or engage in negotiations or discussions concerning, or provide any information to any person relating to, or any Acquisition Proposal other than information to any third party which is reasonably likely traditionally provided in the regular course of business to give rise third parties where each member of Seller Group, the Alias Companies and the Subsidiaries and its and their respective officers, directors and Affiliates does not have reason to believe that such information will be utilized to evaluate any such Acquisition Proposal, or result in(iii) agree to, an approve or recommend, or otherwise enter into any agreement with respect to, any Acquisition TransactionProposal. Each member of Seller Group agrees to notify Buyer immediately if any Person makes any oral or any written Acquisition Proposal.
(b) During the Interim PeriodFor purposes of this Agreement, Acquiror shall not takean "Acquisition Proposal" means any proposal, nor shall it permit Contract, offer or inquiry by any of Person or Persons (other than Buyer and its Affiliates Affiliates) for or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”regardless how structured); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Exclusivity. No member of the Seller Group shall (a) Blade agrees thatand the Seller shall cause its Affiliates, during the Interim PeriodSubsidiaries and Representatives not to), Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (ia) submit, solicit, knowingly assist initiate or knowingly encourage, (ii) initiate, knowingly facilitate encourage any proposal or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, offer from any Person (other than Acquiror or any of the Purchaser and its Affiliates in connection with the Contemplated Transactions) or Representatives), in each case of enter into any agreement or accept any offer relating to or consummate any (i) through reorganization, liquidation, dissolution or recapitalization of the Business or the Acquired Companies, (ii) merger or consolidation involving the Business or the Acquired Companies, (iii) purchase or sale of any Assets, capital stock, membership interests or other equity interests (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, membership interests or other equity interests) of the Business or the Acquired Companies, other than (with respect to Assets) any purchases or sales in the Ordinary Course of Business, or (iv) relating to and in furtherance of an Acquisition Transaction; provided, that similar transaction or business combination involving the execution, delivery and performance of this Agreement and Business or the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease Acquired Companies or (b) furnish any and all existing discussions or negotiations with any Person conducted prior to the date hereof information with respect to, assist or which is reasonably likely participate in or facilitate in any other manner any effort or attempt by any Person (other than Purchaser and its Affiliates) to give rise do or seek to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit do any of the foregoing. If any of the foregoing provisions of this Section 5.12 are breached and the Contemplated Transactions are not consummated as a result of such breach, Seller shall promptly reimburse the Purchaser for all out of pocket fees and expenses incurred before or after the date of this Agreement by Purchaser and its Affiliates related to the Contemplated Transactions, including fees and expenses of Representatives retained by the Purchaser and its Affiliates in connection with the Contemplated Transactions. With respect to the Persons with whom discussions or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer negotiations have been terminated with respect to a Business Combinationthe Contemplated Transactions, (ii) initiate any discussions Seller shall promptly request the return or negotiations destruction of, in accordance with any Person with respect to a Business Combination, (iii) enter into any acquisition the terms of an applicable confidentiality agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating confidential information previously furnished to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort Person by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Seller Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationtheir respective Representatives.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatFrom and after the date hereof until the Umbrella Merger Effective Time or, during if earlier, the Interim Periodvalid termination of this Agreement in accordance with Article XII, Blade each Company shall not takeand shall direct each of the Company Subsidiaries and Representatives not to, nor shall Blade permit any (i) initiate, solicit, facilitate or encourage (including by way of its controlled Affiliates or Representatives to takefurnishing non-public information), whether directly or indirectly, whether publicly or otherwise, any action to (i) solicitinquiries, knowingly assist offers or knowingly encourageproposals with respect to, or the making of, any Company Acquisition Proposal, (ii) initiate, knowingly facilitate or engage in any negotiations or discussions concerning, or negotiations withprovide access to or furnish non-public information regarding, a Company’s or any Company Subsidiaries’ properties, assets, personnel, books or records or any Confidential Information or data to, any person relating to a Company Acquisition Proposal, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade tointo, any Person (other than Acquiror or any of its Affiliates or Representatives), engage in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing maintain discussions or negotiations with respect to any Person conducted prior Company Acquisition Proposal (or inquiries, proposals or offers or other communications that would reasonably be expected to the date hereof lead to any Company Acquisition Proposal) or otherwise cooperate with respect toor assist or participate in, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussionsoffers, efforts, discussions or negotiations, (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of a Company or any Company Subsidiary, (v) approve, endorse or recommend, or negotiations propose publicly to approve, endorse or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result inrecommend, any offerCompany Acquisition Proposal, inquiry(vi) approve, proposal endorse, recommend, execute or indication enter into any agreement, arrangement or understanding, letter of interestintent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, business combination agreement, transaction agreement, option agreement, joint venture agreement, partnership agreement or other written or oral arrangement relating to any Business Combination Company Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to a Company Acquisition Proposal, or (vii) resolve or agree to do any of the foregoing actions or otherwise authorize or permit any of its Representatives to take any such action; provided that the foregoing shall not, for the avoidance of doubt, restrict (A) Alvarium from undertaking any action reasonably necessary in connection with Alvarium’s potential investment in each of entities set forth on Section 9.03(b)(vi) of the Alvarium Disclosure Schedule, (B) TWMH, ▇▇▇▇▇▇▇▇▇ Constantia AG or another TMWH Subsidiary from undertaking any action reasonably necessary in connection with the potential acquisition set forth on Section 9.01(b)(vi) of the TWMH Disclosure Schedule, or (C) TIG MGMT from undertaking any action reasonably necessary in connection with the potential acquisition set forth on Section 9.0(b)(vi) of the TIG Disclosure Schedule. Each Company shall and shall instruct and cause each Company Subsidiary and its Representatives, to immediately cease any solicitations, discussions or negotiations with any person (other than the other Parties and their respective Representatives) in connection with a Company Acquisition Proposal, and each Company acknowledges that any action taken by it, any Company Subsidiary or any of its Representatives that is inconsistent with the restrictions set forth in this Section 10.04(a), whether or not such Company Subsidiary or Representative is purporting to act on such Company’s behalf, shall be deemed to constitute a breach of this Section 10.04(a) by such Company. Each Company agrees to (x) notify the other parties to this Agreement promptly upon receipt of any Acquisition Proposal by such Company (or Company Subsidiary), and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), and (y) keep the other parties to this Agreement fully informed on a current basis of any modifications to such offer or information.
(b) From and after the date of this Agreement until the Umbrella Merger Effective Time or, if earlier, the valid termination of this Agreement in accordance with Article XII, SPAC shall not and shall direct the other Cartesian Entities and the Representatives of the Cartesian Entities not to, (i) initiate, solicit, facilitate or encourage (including by way of furnishing non-public information), directly or indirectly, whether publicly or otherwise, any inquiries, offers or proposals with respect to, or the making of, any merger, purchase of shares or assets of SPAC, recapitalization or similar business combination transaction (each such transaction involving SPAC other than with Blade (an the Companies, a “Alternate Business Combination Proposal”); provided, that the execution(ii) engage in any negotiations or discussions concerning, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shallor provide access to or furnish non-public information regarding, and shall cause its Affiliates and Representatives SPAC’s properties, assets, personnel, books or records or any Confidential Information or data to, immediately cease any and all existing discussions or negotiations with any Person conducted prior person relating to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate a Business Combination Proposal.
, (ciii) Each Party shall notify the other Parties as promptly as practicable (enter into, engage in and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for maintain discussions or negotiations with respect toto any Business Combination Proposal (or inquiries, proposals or which is offers or other communications that would reasonably likely be expected to give rise lead to or result in an Acquisition Transaction or Alternate any Business Combination Proposal) or otherwise cooperate with or assist or participate in, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of facilitate any such inquiries, proposals, offers offers, efforts, discussions or requests for negotiations, (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of shares of SPAC, (v) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Business Combination Proposal, (vi) approve, endorse, recommend, execute or enter into any agreement, arrangement or understanding, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, business combination agreement, transaction agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Business Combination Proposal, or (vii) resolve or agree to do any of the foregoing actions or otherwise authorize or permit any of its Representatives to take any such action. SPAC shall and shall instruct and cause the other Cartesian Entities and the Representatives of Cartesian Entities to immediately cease any solicitations, discussions or negotiations with any person (other than the Companies and their respective Representatives) in connection with a Business Combination Proposal, and SPAC acknowledges that any action taken by it or any of its Representatives that is inconsistent with the restrictions set forth in this Section 10.04(b), whether or not such Representative is purporting to act on SPAC’s behalf, shall be deemed to constitute a breach of this Section 10.04(b) by SPAC. SPAC agrees to (x) notify the Companies promptly upon receipt of any Business Combination Proposal by SPAC, and to describe the terms and conditions of any such Business Combination Proposal in reasonable detail (including the identity of any person or entity making such Business Combination Proposal), and (y) keep the Companies fully informed on a current basis of any modifications to such offer or information.
Appears in 1 contract
Sources: Business Combination Agreement (Cartesian Growth Corp)
Exclusivity. (a) Blade Videocon d2h agrees thatthat it will not, during the Interim Periodand will cause its respective directors, Blade shall officers, managers, members, employees, agents, consultants, lenders, financing sources, advisors or other representatives, including legal counsel, accountants and financial advisors, not taketo, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to indirectly (i) solicit, knowingly assist initiate or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into encourage any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for contact from any Person (other than SEAC and its Affiliates and representatives) relating to any transaction involving (A) the sale of any share capital or other ownership interest or any assets (other than the sale of inventory in the Ordinary Course of Business), (B) any acquisition, divestiture, merger, share or unit exchange, consolidation, redemption, financing or similar transaction involving Videocon d2h or (C) any similar transaction or business combination involving Videocon d2h (in each case, a “Videocon d2h Acquisition Proposal”), or (ii) participate in any discussion or negotiation regarding, or furnish any information with respect to, or assist or facilitate in any manner, any Videocon d2h Acquisition Proposal or any attempt to make a Videocon d2h Acquisition Proposal. Videocon d2h shall immediately cease, and the material terms cause to be terminated, any and conditions thereof. Each Party shall keep the other Parties promptly informed all contacts, discussions and negotiations with third parties regarding any of the status foregoing. Further, Videocon d2h agrees that it will not, and will cause each of its respective directors, officers, managers, members, employees, agents, consultants, lenders, financing sources, advisors or other representatives, including legal counsel, accountants and financial advisors, not to, directly or indirectly participate in any discussion or negotiation regarding, or furnish any information with respect to, or assist or facilitate in any manner any public or private offering or sale of a material amount of Videocon d2h’s securities or derivatives thereof or any other potential transaction that would delay or prevent the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, or require any alteration to, or affect, the contemplated terms of the transactions contemplated by this Agreement or the Ancillary Agreements, or otherwise make, implement or consummate any of the foregoing transactions. Notwithstanding the foregoing, Videocon d2h and its shareholders may (z) communicate with the Securities and Exchange Board of India in relation to Videocon d2h’s domestic IPO prospectus but not launch the domestic IPO pursuant to the filings with Securities and Exchange Board of India and (y) continue any preliminary inbound discussions regarding domestic consolidations opportunities with Indian DTH operators provided that such discussions are so restricted or limited as to not require a disclosure of those opportunities or discussions in any publicly available SEC filing.
(b) SEAC agrees that it will not, and will cause its respective directors and officers not to, directly or indirectly (i) solicit, initiate or encourage any proposal or offer from any Person (other than Videocon d2h and its Affiliates and representatives) relating to any transaction involving (A) the purchase of any such inquiriesshare capital or other ownership interest or any assets, proposals(B) any acquisition, offers merger, share or requests for informationunit exchange, consolidation or similar transaction not involving Videocon d2h or (C) any similar transaction or business combination not involving Videocon d2h (in each case, a “SEAC Acquisition Proposal ”), or (ii) enter into negotiations or execute any term sheets that would require disclosure by SEAC to the SEC, with respect to a SEAC Acquisition Proposal. Further, SEAC agrees that it will not, and will cause each of its respective directors and officers not to, directly or indirectly enter into negotiations regarding another potential transaction that would delay or prevent the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, or require any alteration to, or affect, the contemplated terms of the transactions contemplated by this Agreement or the Ancillary Agreements, or otherwise make, implement or consummate any of the foregoing transactions.
(c) The provisions of Sections 4.7(a) and (b) shall not apply or be effective after March 31, 2015 (the “Exclusivity End Date”) and, accordingly, the exclusivity provided thereby shall terminate; provided, however, that the Exclusivity End Date shall be extended to the date that is forty-five (45) days after the Effective Date if the Effective Date occurs between March 1, 2015 and March 31, 2015.
Appears in 1 contract
Sources: Contribution Agreement (Silver Eagle Acquisition Corp.)
Exclusivity. (a) Blade agrees thatFrom the date hereof through the earlier of the Closing or the termination of this Agreement, during none of the Interim PeriodSellers, Blade shall not take, the Company nor shall Blade permit any of its controlled Affiliates the Operating Subsidiaries will, and each of them will cause each Affiliate of it and each other Representative or Representatives to takeagent of it or such an Affiliate of it not to, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate seek or engage encourage any inquiry, proposal or offer from, furnish any information to or participate in discussions any discussion or negotiations with, (iii) enter into any agreement negotiation with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror Buyer or any Person on Buyer’s behalf) regarding any acquisition of any Equity Interests or the assets or business of the Company or any of its Affiliates the Operating Subsidiaries (by purchase, merger, tender offer, statutory share exchange, joint venture or Representativesotherwise) (an “Acquisition Transaction”), and Sellers cause the Company and the Operating Subsidiaries to comply with the restrictions set forth in each case this section. None of (i) through (iv) relating Sellers, the Company or any Operating Subsidiary shall enter into any letter of intent or definitive agreement with any Person other than Buyer with respect to and in furtherance of an Acquisition Transaction; provided. On the date hereof, that the executionSellers, delivery the Company and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions any Operating Subsidiary shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and terminate all existing discussions or negotiations related to any Acquisition Transaction (other than with Buyer and any Person acting on its behalf), shall terminate any data room access with respect to any Acquisition Transaction (other than to Buyer and any Person acting on its behalf) and shall request the return or destruction of and terminate all access of any Person (other than Buyer and any Person acting on its behalf) to all confidential information provided in connection with any Person conducted prior to the date hereof with respect to, discussions or which is reasonably likely to give rise to or result in, an negotiations related any such Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatFrom the date of this Agreement until the earlier of the date of the termination of this Agreement or the Effective Time, during the Interim Period, Blade Company and its Subsidiaries shall not take, nor (and the Company shall Blade not permit and shall instruct its and any of its controlled Affiliates Subsidiaries’ officers, directors or employees or Representatives to take, whether retained by it or any of its subsidiaries not to) directly or indirectly, any action to indirectly (i) solicit, knowingly assist solicit or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiate with any Person (whether such discussions or negotiations withare initiated by the Company or otherwise) with respect to any Acquisition Proposal or take any other action intended or designed to facilitate or encourage the making of any Acquisition Proposal, (ii) provide information with respect to the Company to any Person, other than Parent and its Representatives, relating to an Acquisition Proposal, (iii) enter into any agreement an agreement, letter of intent or understanding with respect to an Acquisition Proposal, or (iv) provide nonmake any statement, recommendation or solicitation in support of any Acquisition Proposal. For purposes of this Agreement, “Acquisition Proposal” means any proposal or offer relating to any transaction or series of related transactions involving (i) any sale, lease or other disposition, direct or indirect (and however structured), of all or substantially all or a material portion of the assets of the Company and its Subsidiaries taken as a whole, (ii) any tender offer (including a self-public information concerning Blade totender offer) or exchange offer that, if consummated, would result in a third party beneficially owning (or the Company purchasing) ten percent (10%) or more of any Person (other than Acquiror class of securities of the Company or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business CombinationSubsidiaries, (iii) enter into any acquisition agreementa merger, consolidation, share exchange, business combination, merger agreement reorganization, recapitalization, liquidation, dissolution or other similar definitive agreementtransaction involving the Company or any of its Subsidiaries, or (iv) any letter combination of intentthe foregoing in a series of related transactions (the term “beneficial ownership” for purposes of this Agreement having the meaning assigned thereto in Section 13(d) of the Securities Exchange Act of 1934, memorandum of understanding or agreement in principleas amended, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”the rules and regulations thereunder); provided, however, that the execution, delivery and performance of this Agreement term “Acquisition Proposal” shall not include the Merger and the other Transaction Agreements and transactions contemplated hereby, including the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination ProposalSpinoff.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatFrom the date hereof until the earlier of (i) the termination of this Agreement or (ii) the Closing, during the Interim Period, Blade each Seller shall not take(and shall not permit the Company and each of their respective Affiliates, nor shall Blade permit any of its controlled Affiliates or Representatives to takeagents and representatives to), whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate solicit or engage in initiate discussions or negotiations with, (iii) enter into or provide any agreement with information to, or (iv) provide non-public information concerning Blade towaive, terminate or modify any provision of any contractual “standstill” or similar obligations of, any Person (other than Acquiror Buyer or any of its Affiliates or Representatives), in each case of (iAffiliates) through (iv) relating to and in furtherance of an Acquisition Transaction; providedany purchase, that the executionsale, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shalltransfer, and shall cause its controlled Affiliates and Representatives tomerger, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect toconsolidation, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreementshare exchange, business combination, merger agreement reorganization, recapitalization, tender or exchange offer, joint venture, liquidation, dissolution or similar definitive agreementtransaction involving shares of capital stock of the Company, or otherwise obtaining ownership or control of the Company, the Transferred Real Property or any letter of intent, memorandum of understanding or agreement in principle, the Assets or any other agreement relating to a Business Combinationtransaction or series of transactions that could result in any Person other than Buyer (or its Affiliates) acquiring any shares of capital stock of the Company, the Transferred Real Property or Assets, or otherwise obtaining ownership or control of the Company, the Transferred Real Property or any of the Assets, in each case, other than to or with Blade the transactions described in this Agreement and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade sales of inventory and other assets in the ordinary course of business (an “Alternate Business Combination ProposalTransaction”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation . For purposes of the Transactions definition of “Alternate Transaction”, a Person also shall not be deemed a violation mean any group of this Section 8.03(bPersons, including the equity holders of any Person (other than Buyer and its Affiliates). Acquiror Each Seller shall, and shall cause its such Seller’s Affiliates and Representatives (including the Company) to, cease immediately cease all discussions and negotiations regarding any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect toproposal that constitutes, or which is may reasonably likely be expected to give rise to or result inlead to, an Alternate Transaction, and such Seller shall promptly notify Buyer if any Person contacts such Seller or the Company with respect to an Alternate Transaction.
(b) In addition to the other obligations under this Section 6.18, the Sellers shall promptly (and in any event within two Business Combination ProposalDays after receipt thereof by any Seller or their representatives) advise Buyer orally and in writing of any proposal received for an Alternate Transaction, any request for information with respect to any Alternate Transaction, or any inquiry with respect to or which would reasonably be expected to result in an Alternate Transaction.
(c) Each Party Seller agrees that the rights and remedies for noncompliance with this Section 6.18 shall notify the other Parties as promptly as practicable (include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of agreed that any such inquiries, proposals, offers breach or requests for informationthreatened breach shall cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during During the Interim Period, Blade except as permitted by this Agreement, the Group Companies shall not take, nor shall Blade they permit any of its controlled their respective Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate initiate or engage in discussions or negotiations with, (iii) or enter into any agreement with with, or (iv) encourage, or provide non-public information concerning Blade to, any Person (other than Acquiror or any of its the SPAC Parties and their Affiliates or Representatives) concerning any purchase of any of the Company Membership Interests or other equity securities of the Company or the issuance and sale of any securities of, or membership interests in, the Group Companies or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary and usual course of business (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”). Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating only that the Company is subject to an exclusivity agreement and is unable to provide any information related to the Group Companies, the Transactions, or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction for as long as that exclusivity agreement remains in effect and, in each case such event, the Company shall notify SPAC of (i) through (iv) relating to such facts and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a)circumstances. Blade The Group Companies shall, and shall cause its controlled their respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror the SPAC Parties shall not take, nor shall it permit any of its their Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal solicit, initiate, continue or offer with respect to a Business Combination, (ii) initiate any engage in discussions or negotiations with any Person with respect to a Business Combinationwith, (iii) or enter into any acquisition agreementagreement with, business combinationor encourage, merger agreement respond, provide information to or similar definitive agreementcommence due diligence with respect to, any Person (other than the Group Companies, the Company Members, or any letter of intenttheir respective Affiliates or Representatives), memorandum of understanding or agreement in principleconcerning, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an a “Alternate Business Combination Proposal”); provided, that other than with the executionGroup Companies, delivery the Company Members and performance of this Agreement their respective Affiliates and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b)Representatives. Acquiror The SPAC Parties shall, and shall cause its their respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate a Business Combination Proposal.
(c) Each Party . Notwithstanding the foregoing and in addition thereto, the SPAC may respond to any unsolicited proposal regarding a Business Combination Proposal by indicating only that SPAC is subject to an exclusivity agreement and is unable to provide any information related to SPAC, the Transactions or entertain any proposals or offers or engage in any negotiations or discussions concerning a Business Combination Proposal for as long as that exclusivity agreement remains in effect and, in such event, SPAC shall notify the other Parties as promptly as practicable (Company of such facts and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationcircumstances.
Appears in 1 contract
Sources: Merger Agreement (Integrated Rail & Resources Acquisition Corp)
Exclusivity. (a) Blade agrees that, during During the Interim Period, Blade each of Holdings and the Company shall not take, nor shall Blade it permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate initiate or engage in discussions or negotiations with, (iii) or enter into any agreement with with, or (iv) encourage, or provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives)) concerning any purchase of any of the Company’s or any of its Subsidiaries’ equity securities or the issuance and sale of any securities of, or limited liability company interests in, the Company or any of its Subsidiaries (other than any purchases of equity securities by the Company from employees of the Company or any of its Subsidiaries) or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business (each case of (i) through (iv) relating to and in furtherance of such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”); provided, provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a10.03(a). Blade The Company shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. The Company and Holdings shall notify Acquiror promptly (but in no event later than forty-eight (48) hours) after receipt by the Company, Holdings, any of their respective Subsidiaries or any of their respective Representatives of any inquiry or proposal with respect to an Acquisition Transaction. In such notice, Holdings or the Company shall identify the third party making any such inquiry, proposal, indication or request with respect to an Acquisition Transaction and provide the details of the material terms and conditions of any such inquiry, proposal, indication or request. Notwithstanding the foregoing, nothing in this Section 10.03(a) shall require Holdings, the Company or any of their respective Subsidiaries to violate any Law or any obligation of confidentiality or non-disclosure owed by such party prior to the date of this Agreement.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal solicit, initiate, continue or offer with respect to a Business Combination, (ii) initiate any engage in discussions or negotiations with any Person with respect to a Business Combinationwith, (iii) or enter into any acquisition agreement, business combination, merger agreement or similar definitive agreementwith, or encourage, respond, provide information to or commence due diligence with respect to, any letter of intentPerson (other than the Company, memorandum of understanding or agreement in principle, its members or any other agreement relating to a Business Combinationof their Affiliates or Representatives), in each caseconcerning, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an a “Alternate Business Combination Proposal”)) other than with the Company, its members and their respective Affiliates and Representatives; provided, provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b10.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate a Business Combination Proposal.
(c) Each Party . Acquiror shall notify the other Parties as Company promptly as practicable (and but in any no event within 48 later than forty-eight (48) hours) in writing of the after receipt by such Party Acquiror or any of its Representatives of any bona fide inquiries, proposals inquiry or offers, requests for information or requests for discussions or negotiations proposal with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate a Business Combination Proposal. In such notice, Acquiror shall identify the identity of the third party making any such inquiry, proposal, offer indication or request for information with respect to a Business Combination Proposal and provide the details of the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiriesinquiry, proposalsproposal, offers indication or requests for informationrequest. Notwithstanding the foregoing, nothing in this Section 10.03(b) shall require Acquiror to violate any Law or any obligation of confidentiality or non-disclosure owed by such party prior to the date of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (GigCapital4, Inc.)
Exclusivity. (a) Blade agrees thatFrom the date hereof through the earlier of the date this Agreement is terminated in accordance with its terms and the Closing Date, during each of the Interim PeriodSellers and the Companies shall not, Blade and shall not ensure that VPM Holdings’s, the Asset Seller’s, and the Companies’ officers, directors, employees, investment bankers, financial advisors, lawyers, accountants or other advisors, agents or representatives shall not, take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to of the following actions with any party other than Acquisition Sub and Parent:
(ia) solicit, knowingly assist or knowingly encourage, initiate or participate in any negotiations, inquiries or discussions with respect to any offer or proposal to acquire all or any significant part of any of VPM Holdings, the Asset Seller, or the Companies, whether by merger, consolidation, other business combination, purchase of capital stock, purchase of assets, or otherwise (iieach of the foregoing, a “Restricted Transaction”);
(b) initiatedisclose, knowingly facilitate in connection with a Restricted Transaction, any nonpublic information to any Person concerning the business or engage in discussions properties of any of VPM Holdings, the Asset Seller or negotiations withthe Companies or afford to any Person access to the properties, books or records of any of VPM Holdings, the Asset Seller or the Companies; or
(iiic) enter into or execute any agreement with relating to a Restricted Transaction. From and after the date hereof and prior to the Closing, the Sellers shall promptly notify Parent in writing in the event that the Sellers, the Companies or (iv) provide non-public information concerning Blade toVPM Holdings’s, the Asset Seller’s, or the Companies’ officers, directors, employees, investment bankers, financial or other advisors, agents or representatives is contacted by any Person (other than Acquiror or any of its Affiliates or Representatives), third party expressing an interest in each case discussing a Restricted Transaction. The Sellers shall promptly notify Parent of (i) through (iv) relating to the identity of such third party and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions information conveyed by such third party to the Sellers, the Companies or negotiations with any Person with respect to a Business Combinationthe VPM Holdings’s, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreementthe Asset Seller’s, or any letter of intentCompanies’ officers, memorandum of understanding directors, employees, investment bankers, advisors, agents or agreement representatives in principle, connection with such contact or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination ProposalRestricted Transaction.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Exclusivity. (a) Blade agrees thatThe Company shall not, during and the Interim Period, Blade Company shall not take, nor shall Blade permit any require each of its controlled Affiliates or Representatives to takeofficers, whether directors, employees, representatives and agents not to, directly or indirectly, any action to (i) initiate, solicit, knowingly assist engage in, encourage or knowingly encourageotherwise facilitate any inquiry, proposal, negotiation offer or discussion with any party (other than the Buyer) concerning any merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock, sale of material assets or similar business transaction involving the Company, any Subsidiary or any division of the Company, or (ii) initiatesubject to the following sentence, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into furnish any agreement with or (iv) provide non-public information concerning Blade tothe business, properties or assets of the Company, any Person (Subsidiary or any division of the Company to any party, other than Acquiror or any of its Affiliates or Representatives), in each case of (iA) through (iv) relating pursuant to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation existing contractual obligations of the Transactions Company set forth on Schedule 4.7, (B) the Buyer or (C) existing or potential Power Links partners, customers, consultants, vendors or suppliers in the Ordinary Course of Business; provided that, subject to the following sentence, nothing herein shall not be deemed to prohibit any director of the Company who is a violation representative of this Section 8.03(a). Blade shalla Company Stockholder on the Company’s board of directors, from disclosing any such information to such Company Stockholder’s officers, directors, managers, general partners or financial or legal advisors if such recipients reasonably need to know such information and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions are bound by a professional duty or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any a contractual obligation of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer confidentiality with respect to a Business Combinationsuch information. Notwithstanding anything herein to the contrary, (ii) initiate the Company shall not, and the Company shall require each of its officers, directors, employees, representatives and agents not to, directly or indirectly furnish any discussions non-public information concerning the business, properties or negotiations assets of the Company, any Subsidiary or any division of the Company to any party with any Person with respect intention to a Business Combinationinitiate, (iii) enter into any acquisition agreementsolicit, business combination, merger agreement encourage or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information discussion of the nature described in clause (i) above.
(b) The Company shall immediately notify any party with which discussions or negotiations of the nature described in clause (i) of paragraph (a) above were pending at the date of this Agreement that the Company is terminating such discussions or negotiations. If the Company receives any proposal, offer or written inquiry of the nature described in clause (i) of paragraph (a) above, the Company shall, within one business day after such receipt, notify the Buyer of such inquiry, proposal or offer, including the identity of the other party and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiriesinquiry, proposals, offers proposal or requests for informationoffer.
Appears in 1 contract
Sources: Merger Agreement (Blackboard Inc)
Exclusivity. (a) Blade Until such time, if any, as this Agreement is terminated pursuant to Article XI, each of Parent, Seller and the Company agrees thatthat it shall not, during and shall cause the Interim PeriodSubsidiaries and the Affiliates, Blade shall directors, officers, employees, direct and indirect equity holders and representatives of Parent, Seller, the Company and the Subsidiaries not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) indirectly solicit, knowingly assist initiate or knowingly encourageencourage any inquiries or proposals from, (ii) initiate, knowingly facilitate discuss or engage in discussions or negotiations negotiate with, (iii) enter into provide any agreement with information to, or (iv) provide non-public information concerning Blade toconsider the merits of any inquiries or proposals from, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (ivBuyer) relating to any Acquisition Proposal other than a Permitted Acquisition Proposal. Parent, the Company and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade Seller shall, and shall cause its controlled Affiliates their Affiliates, direct and Representatives indirect equity holders, and representatives to, immediately cease any and all existing such discussions or negotiations related to any Acquisition Proposal currently in progress with any Person conducted prior to other than Buyer and shall cease providing any such Person information regarding Parent, Seller, the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreementCompany, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is Subsidiary. As soon as reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hoursone Business Day) in writing of the after receipt by such Party Parent, Seller, the Company or any of the Subsidiaries (including through a notification by its Representatives representatives) of any bona fide inquiries, proposals Acquisition Proposal or offers, requests any request for information or requests for discussions or negotiations with respect to, or inquiry which is it reasonably likely believes could lead to give rise to or result in an Acquisition Transaction Proposal, Seller shall provide Buyer with written notice of the material terms and conditions of such Acquisition Proposal, request or Alternate Business Combination Proposalinquiry, the identity of the party Person making any such Acquisition Proposal, request or inquiry and a copy of such proposal, request or inquiry, if in writing (or, where such proposal, offer request or inquiry was not in writing, a description of the terms of such proposal, request or inquiry), and any written material submitted in connection with such proposal, request or inquiry. Notwithstanding the foregoing, until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to Article XI, neither Parent, Seller nor the Company shall enter into, or cause the Subsidiaries to enter into, any definitive agreement with respect to a Permitted Acquisition Proposal without Buyer’s prior written consent, which shall not be unreasonably withheld to the extent that such transactions would not materially interfere with the consummation of the transactions contemplated by this Agreement or any Seller Ancillary Agreement. Without limiting any of the terms, conditions, or rights provided for information in this Agreement, Parent, Seller and the material Company acknowledge and agree that Buyer shall have the right to seek specific performance of the provisions of this Section 6.5 pursuant to the terms and conditions thereofof Section 11.3(d). Each Party shall keep of Parent, Seller and the other Parties promptly informed Company acknowledge and agree that any violation of (A) the status restrictions set forth in this Section 6.5 by any of their respective Affiliates, directors, officers, employees, direct or indirect equity holders or representatives, or the Subsidiaries, or (B) Section 1.1 or 2.1 (Exclusivity), as applicable, of any Equity Holder Agreement by any Affiliate of Parent, Seller, or the Company party thereto, whether or not such inquiriesPerson is purporting to act on behalf of Parent, proposalsSeller, offers the Company or requests for informationotherwise, shall be deemed a breach of this Section 6.5.
Appears in 1 contract
Exclusivity. (a) Blade agrees that, during the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, Sellers will immediately cease and cause to be terminated any and all existing solicitations, initiations, encouragement, activity, discussions or negotiations with any Person parties conducted prior to heretofore by the date hereof Company, Sellers, any of its Subsidiaries or any of Sellers’ or Company’s officers, directors, employees, financial advisors, representatives and agents (collectively, “Representatives”) with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transactionall Take-over Proposals (as defined below).
(b) During the Interim Period, Acquiror shall Sellers will not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates the Company to not release any third party from any confidentiality, area of exclusion or standstill agreement between Sellers or the Company and Representatives to, immediately cease such third party or amend any and all existing discussions or negotiations with any Person conducted prior to of the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposalforegoing.
(c) Each Party From and after the date hereof, Sellers will not and shall notify cause the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party Company to not authorize or permit any of its Representatives to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or participate in or take any action to facilitate any enquiries or the making of any bona fide inquiries, proposals proposal that constitutes or offers, requests for information or requests for discussions or negotiations with respect tomay reasonably be expected to lead to a Take-over Proposal from any Person, or which is reasonably likely engage in any discussion, negotiations or inquiries relating thereto or accept any Take-over Proposal.
(d) In this Section 5.10, “Take-over Proposal” means a proposal or offer (verbal or written) by a third party (other than by Purchaser or an Affiliate of Purchaser), whether or not subject to give rise a due diligence condition, to acquire in any manner, directly or result in an Acquisition Transaction indirectly, beneficial ownership of all or Alternate Business Combination Proposal, the identity a material portion of the party making such inquiryassets of the Company or its Subsidiaries or to acquire in any manner, proposaldirectly or indirectly, beneficial ownership of or control or direction over more than 10% of the outstanding securities of the Company or its Subsidiaries, whether by way of an arrangement, amalgamation, merger, consolidation or other business combination, by means of a sale of shares, sale of assets, tender offer or request for information and exchange offer or similar transaction involving the Company or its Subsidiaries or Sellers, including any single or multi-step transaction or series of related transactions that are structured to permit such third party to acquire beneficial ownership of all or a material terms and conditions thereof. Each Party shall keep the other Parties promptly informed portion of the status assets of the Company or its Subsidiaries or to acquire in any such inquiriesmanner, proposalsdirectly or indirectly, offers beneficial ownership of or requests for informationcontrol or direction over more than 10% of the outstanding securities of the Company or its Subsidiaries (in all cases other than the transactions contemplated by this Agreement).
Appears in 1 contract
Exclusivity. (a) Blade The Company agrees that, during from and after the Interim Perioddate hereof until the earlier of the Closing and the termination of this Agreement in accordance with Article V, Blade shall not take, neither it nor shall Blade permit any Company Subsidiary nor any of the officers and directors of it or any Company Subsidiary shall, and that it shall direct and cause its controlled Affiliates and the Company Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or Representatives to takeaccountant retained by it or any Company Subsidiary) not to, whether directly or indirectly, any action to (i) initiate, solicit, knowingly assist encourage (including by way of furnishing information), facilitate or knowingly encourageinduce any inquiry, proposal or offer with respect to, or the making, completion, submission or announcement of, any inquiry, proposal or offer that constitutes, or could reasonably be expected to result in, an Acquisition Proposal (b) (as hereinafter defined), (ii) initiateinitiate any discussion with or provide any confidential information or data to any person relating to or in connection with an Acquisition Proposal, knowingly facilitate or engage in discussions any negotiations concerning an Acquisition Proposal, or negotiations withknowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) enter into approve or recommend, or propose publicly to approve or recommend, any agreement with Acquisition Proposal or (iv) provide non-public information concerning Blade toapprove, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any Person letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement contemplating or otherwise relating to any Acquisition Proposal, or (other than Acquiror v) propose or agree to do any of its Affiliates or Representatives), in each case of (i) through (iv) relating the foregoing related to and in furtherance of an any Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a)Proposal. Blade The Company shall, and shall cause its controlled Affiliates officers, directors, agents and Representatives representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations existing as of the date of this Agreement with any Person parties conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer heretofore with respect to a Business Combinationany Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combinationand, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and but in any event within 48 twenty-four (24) hours) ), provide to the Investor all non-public or confidential information provided to such parties in writing of connection with their Acquisition Proposal (other than non-public or confidential information which has been previously provided to the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations Investor in connection with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for informationthis Agreement).
Appears in 1 contract
Sources: Stock Purchase Agreement (FJ Capital Management LLC)
Exclusivity. (a) Blade agrees thatFrom the date of this Agreement until the earlier to occur of the Closing or such time as this Agreement is terminated pursuant to Section 7.3, during the Interim PeriodSeller Parties shall not, Blade and shall cause the directors, members, managers, officers, employees, representatives and agents of the Seller and the Paragon Companies not taketo, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate encourage or engage in discussions entertain any inquiries or negotiations proposals from, discuss or negotiate with, (iii) enter into or provide any agreement with or (iv) provide non-public information concerning Blade to, or consider the merits of any inquiries or proposals from, any Person (other than Acquiror or any of Purchaser and its Affiliates or Representatives), in each case of (i) through (ivagents) relating to and any merger, consolidation, business combination or similar transaction involving the Seller or any Paragon Company, or the sale of the business or assets of the Seller or any Paragon Company (excluding the sale of Inventory in furtherance the Ordinary Course of Business), or the sale of the Capital Stock or any equity interest in any of the other Paragon Companies (an “Acquisition Proposal”), (ii) knowingly hold or participate in any negotiations or discussions or enter into any agreements with any Person concerning an Acquisition TransactionProposal; providedor (iii) knowingly deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a)constitutes an Acquisition Proposal. Blade shallThe Seller will cease, and shall will cause its controlled Affiliates Subsidiaries to cease, and will instruct, and will cause its Subsidiaries to instruct their respective Representatives toto cease, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person Persons conducted prior to or on the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Acquisition Proposal.
(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.
Appears in 1 contract
Sources: Stock Purchase Agreement (Nn Inc)