Common use of No Alternative Transactions Clause in Contracts

No Alternative Transactions. (a) Unless this Agreement shall have been terminated in accordance with its terms, the Company 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 acquisition or purchase of all or (other than in the ordinary course of business) any material portion of the assets of, or any equity interest in, the Company or any business combination with the Company (an "ALTERNATIVE TRANSACTION"), or participate in any negotiations regarding, 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 to do or seek any of the foregoing. The Company shall notify XxxxXxx.xxx 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 XxxxXxx.xxx, 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 Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill (e.g., agreement not to invest in or seek change of control of the Company) agreement to which the Company is a party. Notwithstanding the foregoing, in the event the Company receives a bona fide offer or proposal from any third party regarding an Alternative Transaction (an "OFFER") the Company may accept such Offer (after complying with Section 6.3(b) below) if the board of directors of the Company reasonably determines after due consideration of the factual basis and the advice of counsel experienced in such matters that such action is required by law; provided, however, that any such action by the Company shall be deemed a breach of this Section 6.3 for purposes of determining whether the Company must pay the Termination Fee described in Section 7.2. (b) In the event the Company receives an Offer as described in the last sentence of Section 6.3(a), then the Company shall, prior to accepting such Offer or entering into any definitive agreement with respect to the Offer, notify XxxxXxx.xxx in writing of: (a) all of the terms and conditions of such Offer (which notice shall include a copy of any term sheets and proposed definitive agreements reflecting such terms and conditions and include the identity of the third party or parties making the Offer); (b) the Company's intention of accepting the Offer on such terms and conditions; and (c) the Company's agreement to enter into a proposed Alternative Transaction with XxxxXxx.xxx on terms and conditions substantially similar to those set forth in the Offer (a "Notice of Offer"). XxxxXxx.xxx will have 10 days from the receipt of such Notice of Offer (the "Exclusivity Period") to deliver written notice to the Company of XxxxXxx.xxx's acceptance of the Company's offer to enter into an agreement with the Company providing for a Alternative Transaction on terms and conditions substantially similar to those set forth in the Notice of Offer (a "Notice of Acceptance"); provided, however, that to the extent that the consideration being offered to the Company in the Offer consists of property other than cash or securities, then XxxxXxx.xxx's acceptance shall, in lieu of such noncash property or securities, provide for the payment of other consideration to the Company of substantially equivalent fair market value. The Company agrees that it will not accept any Offer, enter into any definitive agreement providing for, or otherwise consummate any Alternative Transaction with any third party other than XxxxXxx.xxx until the expiration of the Exclusivity Period. If XxxxXxx.xxx delivers a Notice of Acceptance to the Company prior to the expiration of the Exclusivity Period, then XxxxXxx.xxx and the Company shall, within 20 days following receipt of the Notice of Acceptance, enter into an agreement, on final terms and conditions to be negotiated in good faith between them, providing for a Alternative Transaction on the terms and conditions provided for in the Notice of Offer and Notice of Acceptance.

No Alternative Transactions. (a) Unless this Agreement shall have been terminated in accordance with its terms, the Company 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 acquisition or purchase of all or (other than in the ordinary course of business) any material portion of the assets of, or any equity interest in, the Company or any business combination with the Company (an "ALTERNATIVE TRANSACTIONAlternative Transaction"), or participate in any negotiations regarding, 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 to do or seek any of the foregoing. The Company shall notify XxxxXxx.xxx 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 XxxxXxx.xxx, 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 Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill (e.g., agreement not to invest in or seek change of control of the Company) agreement to which the Company is a party. Notwithstanding the foregoing, in the event the Company receives a bona fide offer or proposal from any third party regarding an Alternative Transaction (an "OFFEROffer") the Company may accept such Offer (after complying with Section 6.3(b) below) if the board of directors of the Company reasonably determines after due consideration of the factual basis and the advice of counsel experienced in such matters that such action is required by law; provided, however, that any such action by the Company shall be deemed a breach of this Section 6.3 for purposes of determining whether the Company must pay the Termination Fee described in Section 7.2. (b) In the event the Company receives an Offer as described in the last sentence of Section 6.3(a), then the Company shall, prior to accepting such Offer or entering into any definitive agreement with respect to the Offer, notify XxxxXxx.xxx in writing of: (a) all of the terms and conditions of such Offer (which notice shall include a copy of any term sheets and proposed definitive agreements reflecting such terms and conditions and include the identity of the third party or parties making the Offer); (b) the Company's intention of accepting the Offer on such terms and conditions; and (c) the Company's agreement to enter into a proposed Alternative Transaction with XxxxXxx.xxx on terms and conditions substantially similar to those set forth in the Offer (a "Notice of Offer"). XxxxXxx.xxx will have 10 days from the receipt of such Notice of Offer (the "Exclusivity Period") to deliver written notice to the Company of XxxxXxx.xxx's acceptance of the Company's offer to enter into an agreement with the Company providing for a Alternative Transaction on terms and conditions substantially similar to those set forth in the Notice of Offer (a "Notice of Acceptance"); provided, however, that to the extent that the consideration being offered to the Company in the Offer consists of property other than cash or securities, then XxxxXxx.xxx's acceptance shall, in lieu of such noncash property or securities, provide for the payment of other consideration to the Company of substantially equivalent fair market value. The Company agrees that it will not accept any Offer, enter into any definitive agreement providing for, or otherwise consummate any Alternative Transaction with any third party other than XxxxXxx.xxx until the expiration of the Exclusivity Period. If XxxxXxx.xxx delivers a Notice of Acceptance to the Company prior to the expiration of the Exclusivity Period, then XxxxXxx.xxx and the Company shall, within 20 days following receipt of the Notice of Acceptance, enter into an agreement, on final terms and conditions to be negotiated in good faith between them, providing for a Alternative Transaction on the terms and conditions provided for in the Notice of Offer and Notice of Acceptance.

No Alternative Transactions. (a) Unless From the date of this Agreement shall have been terminated in accordance with its termsuntil the earlier of (i) the Effective Time, or (ii) the date of termination of this Agreement pursuant to the provisions of Section 7.1 hereof, the Company shall notnot (nor shall the Company permit, as applicable, any of its officers, directors, employees, stockholders, agents, representatives or Affiliates to), directly or indirectly, through take any of the following actions with any party other than Parent and its designees: (a) solicit, knowingly encourage, seek, assist, initiate or participate in any inquiry, negotiations or discussions, or enter into any agreement, with respect to any offer or proposal to acquire all or any material part of the business, properties or technologies of the Company, or any amount of the Common Stock or Preferred Stock (whether or not outstanding), or consolidate with the Company, whether by merger, purchase of assets, tender offer, license or otherwise, or effect any such transaction, (b) assist or cooperate with any person to make any proposal to purchase all or any material part of the Common Stock or Preferred Stock or assets of the Company, or (c) enter into any agreement with any Person providing for the acquisition of the Company, whether by merger, purchase of assets, license, tender offer or otherwise. The Company shall immediately cease and cause to be terminated any such negotiations, discussion or agreements (other than with Parent) that are the subject matter of clause (a), (b) or (c) above. In the event that the Company or any of the Company’s Affiliates shall receive, prior to the Effective Time or the termination of this Agreement pursuant to the provisions of Section 7.1 hereof, any offer, proposal, or request, directly or indirectly, of the type referenced in clause (a), (b), or (c) above, the Company shall (x) immediately suspend any discussions with such offeror or party with regard to such offers, proposals, or requests and (y) within forty-eight (48) hours of such receipt notify Parent thereof; provided that the Company shall not be required to provide to Parent the identity of the offeror or the party making any such offer, proposal or request. The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 5.10 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Parent shall be entitled to an immediate injunction or injunctions, without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of the provisions of this Section 5.10 and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which Parent may be entitled at law or in equity. Without limiting the foregoing, it is understood that any violation of the restrictions set forth above by any officer, director, agent agent, representative or otherwise, solicit, initiate or encourage the submission Affiliate of any proposal or offer from any Person relating to any acquisition or purchase of all or (other than in the ordinary course of business) any material portion of the assets of, or any equity interest in, the Company or any business combination with the Company (an "ALTERNATIVE TRANSACTION"), or participate in any negotiations regarding, 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 to do or seek any of the foregoing. The Company shall notify XxxxXxx.xxx 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 XxxxXxx.xxx, 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 Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill (e.g., agreement not to invest in or seek change of control of the Company) agreement to which the Company is a party. Notwithstanding the foregoing, in the event the Company receives a bona fide offer or proposal from any third party regarding an Alternative Transaction (an "OFFER") the Company may accept such Offer (after complying with Section 6.3(b) below) if the board of directors of the Company reasonably determines after due consideration of the factual basis and the advice of counsel experienced in such matters that such action is required by law; provided, however, that any such action by the Company shall be deemed to be a breach of this Section 6.3 for purposes of determining whether the Company must pay the Termination Fee described in Section 7.2. (b) In the event the Company receives an Offer as described in the last sentence of Section 6.3(a), then the Company shall, prior to accepting such Offer or entering into any definitive agreement with respect to the Offer, notify XxxxXxx.xxx in writing of: (a) all of the terms and conditions of such Offer (which notice shall include a copy of any term sheets and proposed definitive agreements reflecting such terms and conditions and include the identity of the third party or parties making the Offer); (b) Agreement by the Company's intention of accepting the Offer on such terms and conditions; and (c) the Company's agreement to enter into a proposed Alternative Transaction with XxxxXxx.xxx on terms and conditions substantially similar to those set forth in the Offer (a "Notice of Offer"). XxxxXxx.xxx will have 10 days from the receipt of such Notice of Offer (the "Exclusivity Period") to deliver written notice to the Company of XxxxXxx.xxx's acceptance of the Company's offer to enter into an agreement with the Company providing for a Alternative Transaction on terms and conditions substantially similar to those set forth in the Notice of Offer (a "Notice of Acceptance"); provided, however, that to the extent that the consideration being offered to the Company in the Offer consists of property other than cash or securities, then XxxxXxx.xxx's acceptance shall, in lieu of such noncash property or securities, provide for the payment of other consideration to the Company of substantially equivalent fair market value. The Company agrees that it will not accept any Offer, enter into any definitive agreement providing for, or otherwise consummate any Alternative Transaction with any third party other than XxxxXxx.xxx until the expiration of the Exclusivity Period. If XxxxXxx.xxx delivers a Notice of Acceptance to the Company prior to the expiration of the Exclusivity Period, then XxxxXxx.xxx and the Company shall, within 20 days following receipt of the Notice of Acceptance, enter into an agreement, on final terms and conditions to be negotiated in good faith between them, providing for a Alternative Transaction on the terms and conditions provided for in the Notice of Offer and Notice of Acceptance.

No Alternative Transactions. (a) Unless this Agreement shall have been terminated in accordance with its terms, the Company shall not, and shall cause its stockholders not to, directly or indirectly, through any stockholder, officer, director, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any Person relating to (a) any acquisition or purchase of all or (other than in the ordinary course of business) any material portion of the assets of, or any equity interest in, the Company or any business combination with the Company (other than (x) sales of the Company's products in the ordinary course of business consistent with past practice and (y) issuance of Company Capital Stock in connection with exercises of Company Options) or (b) any other transaction that could Reasonably Likely interfere, conflict or compete with the Merger and the other transactions described herein (collectively, an "ALTERNATIVE TRANSACTION"), or participate in any negotiations regarding, 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 to do or seek any of the foregoing. Prior to the date hereof, the Company has fully terminated all discussions and negotiations concerning an Alternative Transaction. The Company shall notify XxxxXxx.xxx Parent 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 XxxxXxx.xxxParent, 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 Except as set forth herein, the Company agrees not to to, and shall cause its stockholders not to, release any third party from, or waive any provision of, any confidentiality or standstill (e.g., agreement not to invest in or seek change of control of the Company) agreement to which the Company or any of its stockholders is a party. Notwithstanding the foregoing, in the event the or to grant any proxies relating to any shares of Company receives a bona fide offer Capital Stock, transfer any shares of Company Capital Stock (or proposal from any third party regarding an Alternative Transaction (an "OFFER"interest therein) the Company may accept such Offer (after complying with Section 6.3(b) below) if the board of directors of the Company reasonably determines after due consideration of the factual basis and the advice of counsel experienced in such matters that such action is required by law; provided, however, that any such action by the Company shall be deemed a breach of this Section 6.3 for purposes of determining whether the Company must pay the Termination Fee described in Section 7.2. (b) In the event the Company receives an Offer as described in the last sentence of Section 6.3(a), then the Company shall, prior to accepting such Offer or entering into any definitive agreement with respect to the Offer, notify XxxxXxx.xxx in writing of: (a) all of the terms and conditions of such Offer (which notice shall include a copy of any term sheets and proposed definitive agreements reflecting such terms and conditions and include the identity of the third party or parties making the Offer); (b) the Company's intention of accepting the Offer on such terms and conditions; and (c) the Company's agreement to enter into a proposed Alternative Transaction with XxxxXxx.xxx on terms and conditions substantially similar to those set forth in the Offer (a "Notice of Offer"). XxxxXxx.xxx will have 10 days from the receipt of such Notice of Offer (the "Exclusivity Period") to deliver written notice to the Company of XxxxXxx.xxx's acceptance of the Company's offer to enter into an agreement with the Company providing for a Alternative Transaction on terms and conditions substantially similar to those set forth in the Notice of Offer (a "Notice of Acceptance"); provided, however, that to the extent that the consideration being offered to the Company in the Offer consists of property other than cash or securities, then XxxxXxx.xxx's acceptance shall, in lieu of such noncash property or securities, provide for the payment of other consideration to the Company of substantially equivalent fair market value. The Company agrees that it will not accept any Offer, enter into any definitive agreement providing for, or otherwise consummate any Alternative Transaction with any third party other than XxxxXxx.xxx until concerning the expiration voting of the Exclusivity Period. If XxxxXxx.xxx delivers a Notice shares of Acceptance to the Company prior to the expiration of the Exclusivity Period, then XxxxXxx.xxx and the Company shall, within 20 days following receipt of the Notice of Acceptance, enter into an agreement, on final terms and conditions to be negotiated in good faith between them, providing for a Alternative Transaction on the terms and conditions provided for in the Notice of Offer and Notice of AcceptanceCapital Stock.

No Alternative Transactions. (a) Unless During the period from the date of this Agreement shall have been until the earlier of the Closing and such time as this Agreement is terminated in accordance with its termsthe terms hereof, Sellers and the Companies shall not (and shall cause each of the Company shall Subsidiaries and each of their respective officers, directors, managers, employees, representatives, consultants, financial advisors, attorneys, accountants or other agents to not), directly or indirectly, through any officer, directordirector or manager (as applicable), agent or otherwise, (i) solicit, initiate or encourage the submission of any proposal or offer from any Person relating to any acquisition or purchase of all or (other than in the ordinary course of business) any material portion of the assets of, or any equity interest in, the Companies or the Company Subsidiaries (including any acquisition structured as a merger, consolidation or shares exchange) or any business combination with the Companies or the Company (an "ALTERNATIVE TRANSACTION")Subsidiaries, or (ii) participate in any negotiations regarding, or furnish to any other Person any confidential 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 to do or seek any of the foregoing. The None of the Sellers, the Companies and/or Company Subsidiaries shall, and the Sellers and Companies shall notify XxxxXxx.xxx promptly if cause each Company Subsidiary to not, vote any shares of capital stock or other voting securities of the Sellers, the Companies or any Company Subsidiaries, as applicable, in favor of any such acquisition. To the extent not otherwise prohibited by existing confidentiality or other nondisclosure obligations, the Sellers shall promptly notify Buyer upon receipt of a proposal by any Person to acquire or offerpurchase all or any material portion of the assets of, or any inquiry equity interest in, the Companies or contact with any Person with respect thereto, is made and shall, in any such notice to XxxxXxx.xxx, 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 Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill (e.g., agreement not to invest in or seek change of control of the Company) agreement to which the Company is a party. Notwithstanding the foregoing, in the event the Company receives a bona fide offer or proposal from any third party regarding an Alternative Transaction (an "OFFER") the Company may accept such Offer (after complying with Section 6.3(b) below) if the board of directors of the Company reasonably determines after due consideration of the factual basis and the advice of counsel experienced in such matters that such action is required by law; provided, however, that any such action by the Company shall be deemed a breach of this Section 6.3 for purposes of determining whether the Company must pay the Termination Fee described in Section 7.2Subsidiaries. (b) In the event the Company receives an Offer as described in the last sentence of Section 6.3(a), then the Company shall, prior to accepting such Offer or entering into any definitive agreement with respect to the Offer, notify XxxxXxx.xxx in writing of: (a) all of the terms and conditions of such Offer (which notice shall include a copy of any term sheets and proposed definitive agreements reflecting such terms and conditions and include the identity of the third party or parties making the Offer); (b) the Company's intention of accepting the Offer on such terms and conditions; and (c) the Company's agreement to enter into a proposed Alternative Transaction with XxxxXxx.xxx on terms and conditions substantially similar to those set forth in the Offer (a "Notice of Offer"). XxxxXxx.xxx will have 10 days from the receipt of such Notice of Offer (the "Exclusivity Period") to deliver written notice to the Company of XxxxXxx.xxx's acceptance of the Company's offer to enter into an agreement with the Company providing for a Alternative Transaction on terms and conditions substantially similar to those set forth in the Notice of Offer (a "Notice of Acceptance"); provided, however, that to the extent that the consideration being offered to the Company in the Offer consists of property other than cash or securities, then XxxxXxx.xxx's acceptance shall, in lieu of such noncash property or securities, provide for the payment of other consideration to the Company of substantially equivalent fair market value. The Company agrees that it will not accept any Offer, enter into any definitive agreement providing for, or otherwise consummate any Alternative Transaction with any third party other than XxxxXxx.xxx until the expiration of the Exclusivity Period. If XxxxXxx.xxx delivers a Notice of Acceptance to the Company prior to the expiration of the Exclusivity Period, then XxxxXxx.xxx and the Company shall, within 20 days following receipt of the Notice of Acceptance, enter into an agreement, on final terms and conditions to be negotiated in good faith between them, providing for a Alternative Transaction on the terms and conditions provided for in the Notice of Offer and Notice of Acceptance.