Go-Shop; Acquisition Proposals. (a) Except as permitted by this Section 5.3, from and after the date hereof until the Acceptance Time or, if earlier, the termination of this Agreement in accordance with Article VII, the Company shall not, and shall cause each of its Subsidiaries not to, and shall use its reasonable best efforts to cause its representatives not to, directly or indirectly (i) solicit, initiate or knowingly facilitate or encourage any inquiry, proposal or offer regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Takeover Proposal (an “Inquiry”), (ii) enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public information regarding the Company to, any Person in connection with a Takeover Proposal or any Inquiry (other than to state that the Company is not permitted to have discussions), (iii) execute or enter into any letter of intent, agreement in principle or Contract with respect to a Takeover Proposal (other than an Acceptable Confidentiality Agreement) (an “Acquisition Agreement”), (iv) approve, endorse, declare advisable or recommend any Takeover Proposal, (v) take any action to make the provisions of any Takeover Law or any restrictive provision of any applicable anti-takeover provision in Company Organizational Documents inapplicable to any transactions contemplated by any Takeover Proposal or (vi) authorize, commit to, agree, resolve to or publicly propose to do any of the foregoing. Without limiting the generality of the foregoing, the Company agrees that any violation of the restrictions on the Company set forth in this Section 5.3 by any Subsidiary of the Company or any representative of the Company shall be deemed a breach of this Section 5.3 by the Company.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Lewis & Clark Ventures I, LP), Agreement and Plan of Merger (RiverRoad Capital Partners, LLC), Agreement and Plan of Merger (Sagrera Ricardo A.)
