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. 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. The Company shall not have entered into definitive documentation with respect to any 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. 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.
No Alternative Transaction. Neither the Company nor Seller is a party to or otherwise bound by any agreement contemplating or providing for any Alternative Transaction.
No Alternative Transaction. The Sellers will not take or authorize or permit any Affiliate of any Seller (or authorize or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of any Seller or any such Affiliate) to take, directly or indirectly, any action to initiate, assist, solicit, receive, negotiate, participate in any discussions, facilitate, encourage or accept any offer or inquiry from any Person (a) that would reasonably be expected to lead to an Alternative Transaction; (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Alternative Transaction; or (c) to furnish or cause to be furnished any information with respect to the Sellers, the Acquired Companies or any of their Subsidiaries to any Person who the Sellers or such Affiliate (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of considering an Alternative Transaction. As used herein, “Alternative Transaction” means any sale or other disposition of the Membership Interests, Properties or all or any substantial portion of the business of the Acquired Companies and their Subsidiaries.
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. Neither TG nor any Shareholder is a party to or otherwise bound by any agreement contemplating or providing for any Alternative Transaction.
