No Acquisition Solicitation Sample Clauses

No Acquisition Solicitation. (a) From and after the date of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any director, officer, manager, employee, stockholder, member, financial advisor, representative or agent of such Person (i) solicit or initiate (including by way of furnishing information or advice) or take any other action to solicit or initiate any inquiries, discussions, proposals or negotiations that constitute, or are intended to lead to, a proposal or offer for a merger, consolidation, business combination, sale of assets or properties, sale of shares of capital stock or any other equity interests (including by way of a tender or exchange offer) or similar transaction to dispose of the Company, other than the transactions contemplated by this Agreement (an “Acquisition Proposal”), or (ii) continue any prior discussions or negotiations with any Person (or group of Persons) other than the Purchaser and its advisors concerning any Acquisition Proposal. In the event that Parent or any of its Affiliates receives or has knowledge of an Acquisition Proposal, the Person receiving or who has knowledge of such Acquisition Proposal shall promptly notify Purchaser (x) that an Acquisition Proposal has occurred, (y) whether negotiations are occurring with respect thereto, and (z) the ultimate result of any negotiation relating to such Acquisition Proposal. (b) Notwithstanding the foregoing, the term “Acquisition Proposal” shall expressly exclude any transaction or proposed transaction that includes both the Company and other assets of the Parent or its Affiliates (other than the Company) with a value equal to or greater than the value of the Company (collectively, an “Exempt Acquisition Proposal”). Purchaser acknowledges that Parent and its Affiliates may directly or indirectly (i) solicit or initiate a merger, consolidation, business combination, sale of assets or other disposition of the Company, so long as the disposition is for an Exempt Acquisition Proposal and (ii) continue any prior discussions or negotiations with any Person (or group of Persons) for an Exempt Acquisition Proposal; provided that, in the case of a bona fide Exempt Acquisition Proposal principally involving the Treasure Island Hotel and Casino and the Mirage Resort and Casino, the Person receiving or who has knowledge of such Exempt Acquisition Proposal shall promptly notify Purchaser (x) that an Exempt Acquisition Proposal has occurred, (y) whether negotiations are...