No Mergers, Consolidations. Sale of Stock, etc. Neither the Company nor Parent will, directly or indirectly, through any Representative or otherwise, (a) solicit any inquiries or proposals or enter into or continue any discussions, negotiations or agreements relating to (i) the sale or exchange of its capital stock, (ii) the merger of itself with, or the direct or indirect disposition of a significant amount of its assets or its business to, any Person other than Parent or the Company, as applicable, or (iii) the licensing of the its Proprietary Rights to any Person, (except in the ordinary course of business and consistent with past practice), or (b) provide any assistance or any information to any Person in connection with any such inquiry, proposal or transaction; provided, however, that nothing contained in this Agreement shall prevent Parent or the Company from furnishing information to, or entering into discussions or negotiations with, any Person in connection with an unsolicited bona fide written Proposed Acquisition Transaction if and only to the extent that (x) the Board of Directors of Parent or the Company, as the case may be, determines that such Proposed Acquisition Transaction is reasonably likely to result in a Superior Parent Transaction or Superior Company Transaction, as the case may be, (y) prior to furnishing such information or entering into such discussions or negotiations, the applicable Board of Directors receives from such Person an executed confidentiality agreement with terms no more favorable to such Person than those contained in the Confidentiality Agreement and (z) prior to recommending a Superior Parent Transaction or Superior Company Transaction, as the case may be, Parent or the Company provides the other party at least five business days' prior notice of its intention to make such a recommendation, during which time the Company or Parent, as the case may be, may make, and in such case the other party shall consider in good faith, a counterproposal to such Superior Parent Transaction or Superior Company Transaction, as the case may be. Each of the Company and Parent represents that it is not now engaged in discussions or negotiations with any party other than the other party to this Agreement, with respect to any transaction of the kind described in clauses (a) (i) through (a) (iii) of the preceding sentence (a "Proposed Acquisition Transaction"). Each of the Company and Parent agrees not to release any third party from, or waive any provision of, a...
No Mergers, Consolidations. Sale of Stock, Etc. From the date ----------------------------------------------- hereof until the Closing Date, Seller shall not, directly or indirectly, through any Representative (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person relating to any acquisition or purchase of assets of, or any equity interest in Seller or any affiliate of Seller, or any tender or exchange offer, merger, consolidation, business combination, recapitalization, spin-off, liquidation, dissolution or similar transaction involving, directly or indirectly, Seller or any affiliate of Seller (each, an "Acquisition Proposal"), (ii) participate, directly or indirectly, in -------------------- any discussions or negotiations regarding any Acquisition Proposal or for use in connection with any Acquisition Proposal, or (iii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to discuss, make or enter into an agreement with respect to an Acquisition Proposal. Furthermore, Seller shall immediately notify Buyer of any of the foregoing in writing, which writing shall describe any such occurrence in reasonable detail and shall identify the Persons involved. Seller acknowledges and agrees that, upon any violation of this Section 6.8, if, within one year of the date hereof, Seller or any of its Representatives enters into an agreement with respect to an Acquisition Proposal with a party other than Buyer, Seller shall promptly pay to Buyer, by wire transfer of immediately available funds, an amount equal to the sum of (x) the reasonable expenses incurred by Buyer in connection with the transactions contemplated hereby, and (y) the positive difference, if any, between the aggregate consideration to be paid pursuant to the applicable Acquisition Proposal and the Purchase Price.
No Mergers, Consolidations. Sale of the Shares, Etc. Except as set --------------------------------------------------- forth on the Disclosure Schedule, each of the Companies and Sellers will not, directly or indirectly, solicit or participate in any inquiries or proposals or enter into or continue any discussions, negotiations or agreements relating to the sale or exchange of the Common Stock, the merger of any of the Companies, or the direct or indirect disposition of a significant amount of the Assets or Business to any Person other than Buyer or provide any assistance or any information to or otherwise cooperate with any other Person in connection with any such inquiry, proposal or transaction. In the event that any of the Companies or any of Sellers receive an unsolicited offer for such a transaction or obtain or become aware of information that such an offer is likely to be made, the Companies or Sellers will immediately provide Buyer with notice thereof, including the identity of the prospective purchaser or soliciting party. Upon any violation of this Section 11.7, Sellers shall pay Buyer's reasonable expenses incurred in connection with the transactions contemplated hereby.
No Mergers, Consolidations. Sale of Shares, Etc. Seller and the --------------------------------------------------- Company and each of its Affiliates will not, directly or indirectly, solicit any offer or enter into negotiations relating to the sale or exchange of any Shares, the merger of the Company with, or the direct or indirect disposition of a significant amount of the Company's assets or business to any Person other than Buyer or its Affiliates or provide any assistance or any information to or otherwise cooperate with any Person in connection with any such inquiry, proposal or transaction. In the event that Seller or the Company or any of its Affiliates receives an unsolicited offer for such a transaction or obtains information that such an offer is likely to be made, Seller or the Company will provide Buyer with notice thereof as soon as practical after receipt thereof, including the identity of the prospective Buyer or soliciting party.
No Mergers, Consolidations. Sale of Stock, Etc. Meta4 and the Shareholders will not, directly or indirectly, solicit any inquiries or proposals or enter into or continue any discussions, negotiations or agreements relating to (i) the sale or exchange of Meta4's capital stock, (ii) the merger of Meta4 with, or the direct or indirect disposition of a significant amount of the Meta4 Assets or the Meta4 Business to, any Person other than xxxx.xxx or its Affiliates, (iii) the licensing of Meta4's Proprietary Rights to any Person other than in the ordinary course of business consistent with past practice or (iv) provide any assistance or any information to or otherwise cooperate with any Person in connection with any such inquiry, proposal or transaction.
No Mergers, Consolidations. Sale of Stock, Etc. Sellers will not, directly or indirectly, solicit any inquiries or proposals or enter into or continue any discussions, negotiations or agreements relating to the sale or exchange of capital stock or partnership interests or the merger of CRC, LPPC or CRCWA with, or any direct or indirect disposition of a significant amount of the assets or business of CRC, LPPC or CRCWA to, any person other than Purchasers or provide any assistance or any information to or otherwise cooperate with any person in connection with any such inquiry, proposal or transaction.
No Mergers, Consolidations. Sale of Stock, Etc. Avatar and the Shareholder will not, directly or indirectly, solicit any inquiries or proposals or enter into or continue any discussions, negotiations or agreements relating to the sale or exchange of Avatar's capital stock, the merger of Avatar with, or the sale of a significant amount of Avatar's assets to, any Person other than IO and the Merger Sub.
No Mergers, Consolidations. Sale of Stock, Etc. From the date ---------------------------------------------- hereof through the Closing Date, neither the Company, Seller, nor any of their respective Representatives will solicit, initiate or encourage any inquiries or proposals or enter into or continue any discussions, negotiations or agreements relating to the sale or exchange of the Stock, or the merger of the Company with, or the direct or indirect disposition of a significant amount of the Company's Assets or Business to, any person other than Buyer or its affiliates.
