No Alternative Transaction. From the date hereof until the earlier of (i) the termination of this Agreement and (ii) the final Deferred Closing, Sapphire shall not, nor authorize or permit any of its Affiliates or its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other Representatives to, directly or indirectly, (a) solicit, initiate or encourage the submission of any Acquisition Proposal, (b) engage in any discussions or negotiations with (other than to state that they currently are not permitted to have discussions), furnish any nonpublic information relating to the Businesses, the Transferred Entities or the Transferred Assets or afford access to the properties, assets, books or records of the Businesses, the Transferred Entities or the Transferred Assets to or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third Person that is seeking to make, or has made, an Acquisition Proposal or a modification of a previously received Acquisition Proposal (other than Buyer and its Affiliates and its and their officers, directors, employees, investment bankers, attorneys, accountants or consultants in their capacities as such) or (c) enter into any Contract with respect to an Acquisition Proposal. It is understood and agreed that nothing in this Agreement will prohibit or impede any such activities by Sapphire (or its Affiliates) with respect to any Retained Business.
No Alternative Transaction. Neither LATAM nor any Affiliate thereof shall have entered into any Contract or other agreement with respect to an Alternative Transaction.
No Alternative Transaction. As of the date hereof, the Company is not engaged, directly or indirectly, in any discussions or negotiations with any party other than Parent, Merger Sub and Acquisition Sub with respect to any proposed acquisition transaction.
No Alternative Transaction. The Company shall not have entered into definitive documentation with respect to any Alternative Transaction.
No Alternative Transaction. Neither Seller nor the Companies shall initiate, encourage, enter into or conduct any discussion or negotiations with any other prospective purchaser of the Acquired Assets. Seller and the Companies shall promptly (within 24 hours) notify Buyer upon receipt of any offer with respect to such a purchaser. Seller and the Companies shall further immediately cease and terminate any existing activities, discussions or negotiations (if any) with any party or parties with respect to any of the foregoing.
No Alternative Transaction. During the Interim Period, except for the transactions contemplated by this Agreement, the Seller will not, and will cause its Affiliates and each of their respective representatives, agents and advisors not to, directly or indirectly, solicit, encourage or enter into any negotiation, contract, agreement, communication or understanding with any person, or provide information or documentation to any other person, with respect to any acquisition of, or investment in, the Sold Shares, any EMP Group Company or the Business, whether by way of the sale or exchange of capital stock or other equity interests, sale of assets, merger, business combination, recapitalization or otherwise (an “Alternative Transaction”). The Seller shall, and shall cause its Affiliates and each of their respective representatives, agents and advisors to, cease immediately all negotiations, discussions and communications that commenced prior to the Signing Date regarding any Alternative Transaction. 16 Transfer of Employees, Managing Directors and Employee Loans
No Alternative Transaction. Neither the Company nor any Seller is a party to or otherwise bound by any agreement contemplating or providing for any Alternative Transaction.
No Alternative Transaction. From the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to ARTICLE VIII, the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly, take any action to encourage, solicit, initiate, continue or otherwise participate in any discussions or negotiations with, or provide any information to, any Person (other than Parent and Parent’s representatives) concerning any transaction, other than the transaction solely with Parent and/or any Affiliate of Parent, to (i) purchase or otherwise acquire any capital stock or other equity interest in Holdings, the Company or any of its Subsidiaries, (ii) effect any merger, share exchange, tender offer, business combination, consolidation, joint venture, restructuring, reorganization, recapitalization, spin-off, split-off or other alternative transaction involving any capital stock, businesses or assets of Holdings, the Company or any of its Subsidiaries, or (iii) transfer, sell or lease any assets or liabilities of Holdings, the Company or any of its Subsidiaries. In the event that Holdings, or any officer of the Company or any of its Subsidiaries listed on Schedule 7.1(d)(B) receives an offer (or becomes aware of such an offer) for such a transaction, the Company or its Subsidiary will provide notice to Parent thereof as promptly as practicable after receipt thereof, which notice shall include the material terms of such offer.
No Alternative Transaction. IntelliPrep shall immediately cease and cause to be terminated any existing discussions or negotiations with any parties (other than Click2learn) conducted heretofore with respect to any Alternative Transaction (as defined below). Unless this Agreement shall have been terminated in accordance with its terms, IntelliPrep shall not, directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any Person relating to any Alternative Transaction, or participate in any negotiations regarding any Alternative Transaction, 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 encourage, any effort or attempt by any other Person with regard to any Alternative Transaction. IntelliPrep shall notify Click2learn promptly if any such proposal or offer, or any inquiry or contact with any Person with respect thereto, is made and shall, in any such notice to Click2learn, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or contact. The term "Alternative Transaction" shall mean either (a) a transaction pursuant to which any Person other than Click2learn or an affiliate of Click2learn (a "Third Party") acquires or would acquire more than 25% of the capital stock of IntelliPrep either from IntelliPrep or its stockholders, (b) a merger or other business combination involving IntelliPrep pursuant to which any Third Party acquires or would acquire more than 25% of the equity ownership of IntelliPrep or the entity surviving such merger or other business combination, or (c) any other transaction pursuant to which any Third Party acquires control of all or substantially all of the assets or business of Intelliprep.
No Alternative Transaction. Neither the Company nor any Stockholder is a party to or otherwise bound by any agreement or understanding in any way relating to an alternative transaction to sell the stock or assets of the Company or merge or consolidate the Company or any similar transaction.
