No Inconsistent Activities. (a) The Company hereby agrees that, for a period of forty five (45) days from the date hereof (the “Applicable Period”), it shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company to, directly or indirectly, (i) solicit, initiate or encourage, or take any other action designed to facilitate, any inquiries or the making of any proposal that constitutes a Takeover Proposal (as defined below), or (ii) participate in any negotiations or discussions regarding any Takeover Proposal or furnish to any person any nonpublic information with respect to a Takeover Proposal, or (iii) approve or endorse or recommend any Takeover Proposal, or (iv) enter into any letter of intent or similar document or any contract, agreement or commitment accepting any Takeover Proposal or relating to any Takeover Proposal (other than a confidentiality agreement entered into with a party making a Takeover Proposal contemplated by clause (x) of this Section 1(a)); provided, however, that if, at any time during the term of this Agreement, the Company receives a bona fide Takeover Proposal that did not result from a breach of this Section 1, and the Board of Directors of the Company (the “Board”) determines in good faith, (A) after consultation with its outside legal and financial advisors, that such Takeover Proposal is, or is reasonably likely to result in, a Superior Proposal (as defined in Section 1(c)), and (B) after consultation with its outside legal advisor, that failure to do so is reasonably likely to result in a breach of the Board’s fiduciary obligations under applicable law, the Company may (x) furnish information with respect to the Company to the person making such proposal (and its representatives) pursuant to a confidentiality agreement containing terms no less favorable in the
No Inconsistent Activities. 29 ARTICLE V
No Inconsistent Activities. 24 ARTICLE V ADDITIONAL AGREEMENTS
No Inconsistent Activities. Between the date hereof and the Closing, each Entravision Party agrees that (i) it shall not, and it shall not authorize or permit any officer, director, employee, investment banker, attorney, advisor or agent of it to, directly or indirectly, solicit, initiate or encourage the submission of, or participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of, or authorize or agree to or accept, any proposal by any party to acquire the Entravision Stations or all or any material portion of the Sale Assets and (ii) it shall promptly notify Univision if any such proposal, or any inquiry or contact with any Person with respect thereto, is made after the date hereof (which notice shall include the date such proposal, inquiry or contact was made, the identity of the person making such proposal, inquiry or contact, and the material terms thereof).
No Inconsistent Activities. 103 8.7 SEC and Stockholder Filings . . . . . . . . . . . . . . . . 103 8.8 Consents, Waivers, Authorizations, etc . . . . . . . . . . 103
No Inconsistent Activities. 116 10.7 Stockholder Communications . . . . . . . . . . . . . . . . 116 10.8 Consents, Waivers, Authorizations, etc . . . .
No Inconsistent Activities. Subject to applicable law and the -------------------------- fiduciary duties of loyalty and care of the Actava Board of Directors, Actava will not, and will direct its officers, directors and other representatives (including, without limitation, any financial advisor, attorney or accountant retained by Actava) not to, directly or indirectly, solicit, encourage, or participate in any way in discussions or negotiations with, or provide any information, data or assistance to, any third party (other than Orion, Sterling and MITI) concerning any acquisition of shares of capital stock of Actava or all or any significant portion of the total assets of Actava or any material subsidiary or division of Actava (in either case whether by merger, consolidation, purchase of assets, tender offer or otherwise). Actava will promptly communicate to Orion, Sterling and MITI in writing the terms of any proposal or contact it may receive in respect of any such transaction. Actava agrees not to release any third party from any confidentiality or standstill agreements to which Actava or any of its subsidiaries is a party.
No Inconsistent Activities. Subject to applicable law and the -------------------------- fiduciary duties of loyalty and care of the Orion Board of Directors, Orion will not, and will direct its officers, directors and other representatives (including, without limitation, any financial adviser, attorney or accountant retained by Orion) not to, directly or indirectly, solicit, encourage, or participate in any way in discussions or negotiations with, or provide any information, data or assistance to, any third party (other than Actava, Sterling and MITI) concerning any acquisition of shares of capital stock of Orion or all or any significant portion of the total assets of Orion or any material subsidiary or division of Orion (in either case whether by merger, consolidation, purchase of assets, tender offer or otherwise). Orion will promptly communicate to Actava, Sterling and MITI in writing the terms of any proposal or contact it may receive in respect of any such transaction. Orion agrees not to release any third party from any confidentiality or standstill agreements to which Orion or any of its subsidiaries is a party.
No Inconsistent Activities. Subject to applicable law and the -------------------------- fiduciary duties of loyalty and care of the Sterling Board of Directors, Sterling will not, and will direct its officers, directors and other representatives (including, without limitation, any financial advisor, attorney or accountant retained by Sterling) not to, directly or indirectly, solicit, encourage, or participate in any way in discussions or negotiations with, or provide any information, data or assistance to, any third party (other than Actava, Orion, and MITI) concerning any acquisition of shares of capital stock of Sterling or all or any significant portion of the total assets of Sterling or any material subsidiary or division of Sterling (in either case whether by merger, consolidation, purchase of assets, tender offer or otherwise). Sterling will promptly communicate to Actava, Orion and MITI in writing the terms of any proposal or contact it may receive in respect of any such transaction. Sterling agrees not to release any third party from any confidentiality or standstill agreements to which Sterling or any of its subsidiaries is a party.
No Inconsistent Activities. Subject to applicable law and the -------------------------- fiduciary duties of loyalty and care of the MITI Board of Directors, MITI will not, and will direct its officers, directors and other representatives (including, without limitation, any financial advisor, attorney or accountant retained by MITI) not to, directly or indirectly, solicit, encourage, or participate in any way in discussions or negotiations with, or provide any information, data or assistance to, any third party (other than Actava, Orion and Sterling) concerning any acquisition of shares of capital stock of MITI or all or any significant portion of the total assets of MITI or any material subsidiary or division of MITI (in either case whether by merger, consolidation, purchase of assets, tender offer or otherwise). MITI will promptly communicate to Actava, Orion and Sterling in writing the terms of any proposal or contact it may receive in respect of any such transaction. MITI agrees not to release any third party from any confidentiality or standstill agreements to which MITI or any of its subsidiaries is a party.
