No Alternative Transaction Clause Samples
The No Alternative Transaction clause prohibits the parties from pursuing or entering into similar agreements or transactions with third parties during a specified period. In practice, this means that once negotiations or an agreement are underway, the parties are restricted from soliciting, negotiating, or finalizing comparable deals with others, often until the current transaction is completed or terminated. This clause serves to protect the interests of the parties by ensuring exclusivity, preventing wasted resources, and reducing the risk of a party abandoning the deal for a more favorable offer elsewhere.
POPULAR SAMPLE Copied 2 times
No Alternative Transaction. The Company shall not have entered into definitive documentation with respect to 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. (a) From the date hereof until the Closing, E▇▇▇▇▇▇ shall not, and shall not authorize or permit any of its Affiliates or its or their Representatives to, directly or indirectly (i) solicit, initiate or encourage the submission of any Acquisition Proposal, (ii) 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 Business or afford access to the properties, assets, books or records of the Business to, 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 Ruby and its Affiliates and its and their Representatives in their capacities as such) or (iii) enter into any agreement with respect to an Acquisition Proposal involving all or any part of the Business. E▇▇▇▇▇▇ and its Affiliates shall immediately upon execution of this Agreement terminate any and all discussions, negotiations, or communications regarding any Acquisition Proposal and immediately request the return or destruction of any confidential or proprietary information regarding the Business previously provided to any third party in connection with discussions or the evaluation of any Acquisition Proposal.
(b) From the date hereof until the Closing, E▇▇▇▇▇▇ shall not, and shall not authorize or permit any of its Affiliates or its or their Representatives to, directly or indirectly, engage in any discussions or negotiations with, or furnish any nonpublic information relating to the Business or afford access to the properties, assets, books or records of the Business to, any third Person (other than Representatives of E▇▇▇▇▇▇ or any of its Affiliates) in connection with any spinoff or splitoff of all or any material portion of the Business.
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. 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. 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. 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 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.