No Negotiation. Until such time, if any, as this Agreement is terminated pursuant to Section 9, Sellers will not, and will cause the Company and each of their Representatives not to, directly or indirectly solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any Person (other than Buyer) relating to any transaction involving the sale of the business or assets (other than in the Ordinary Course of Business) of the Company, or any of the capital stock of the Company, or any merger, consolidation, business combination, or similar transaction involving the Company.
No Negotiation. During the Pre-Closing Period, neither (i) the Company nor the Company Subsidiaries shall, nor (ii) Parent nor the Parent Subsidiary shall, directly or indirectly:
(a) solicit or encourage the initiation of any inquiry, proposal or offer from any Person (other than Parent or the Company, as applicable) relating to a possible Acquisition Transaction;
(b) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than Parent or the Company, as applicable) relating to or in connection with a possible Acquisition Transaction; or
(c) consider, entertain or accept any proposal or offer from any Person (other than Parent and the Company, as applicable) relating to a possible Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the Company Required Stockholder Vote, this Section 4.4 shall not prohibit the Company from furnishing nonpublic information regarding the Company to, or entering into discussions with, any Person in response to a Superior Offer that is submitted to the Company by such Person (and not withdrawn) if (1) neither the Company nor any Representative of any of the Company or its subsidiaries shall have violated any of the provisions set forth in this Section 4.4, (2) the board of directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel, that failure to take any such action would violate the fiduciary obligations of the board of directors of the Company to the Company’s stockholders under applicable law, (3) at least two business days prior to furnishing any such information to, or entering into discussions with, such Person, the Company gives Parent written notice of the identity of such Person and of the Company’s intention to furnish information to, or enter into discussions with, such Person, and the Company receives from such Person an executed confidentiality agreement containing provisions (including nondisclosure provisions, use restrictions, non-solicitation provisions and “standstill” provisions) at least as favorable to the Company as the provisions of the Letter of Intent, and (4) at least two business days prior to furnishing any such information to such Person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality...
No Negotiation. Until such time, if any, as this Agreement is terminated pursuant to Section 9, Sellers will not, and will cause each Acquired Company and each of their Representatives not to, directly or indirectly solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any Person (other than Buyer) relating to any transaction involving the sale of the business or assets (other than in the Ordinary Course of Business) of any Acquired Company, or any of the capital stock of any Acquired Company, or any merger, consolidation, business combination, or similar transaction involving any Acquired Company.
No Negotiation. This Note is not negotiable.
No Negotiation. During the Pre-Closing Period, the Company shall not, directly or indirectly:
(a) solicit or encourage the initiation of any inquiry, proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction;
(b) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than Parent) relating to or in connection with a possible Acquisition Transaction; or
(c) consider, entertain or accept any proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction. The Company shall promptly notify Parent in writing of any material inquiry, proposal or offer relating to a possible Acquisition Transaction that is received by the Company during the Pre-Closing Period.
No Negotiation. From the date hereof until the Closing, neither the Company nor the Purchaser shall, and each shall cause its respective Affiliates and its and their respective Representatives not to, directly or indirectly: (i) solicit, propose, encourage or facilitate the initiation or submission of any indication of interest, proposal or offer from any Person (other than such other party to this Agreement) relating to a possible Acquisition Proposal or that would reasonably be expected to lead to a possible Acquisition Proposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations or enter into any agreement, understanding or arrangement with, or provide any non-public information to, any Person (other than the Purchaser, the Company, its Affiliates or their respective Representatives) relating to or in connection with a possible Acquisition Proposal or that would reasonably be expected to lead to a possible Acquisition Proposal; (iii) accept any proposal or offer from any Person (other than any other party to this Agreement or any of its Affiliates) relating to a possible Acquisition Proposal or that would reasonably be expected to lead to a possible Acquisition Proposal. Each of the Company and the Purchaser shall, and shall cause its respective Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Person (other than the Purchaser or the Company, as the case may be, its respective Affiliates or their respective Representatives) with respect to any possible Acquisition Proposal or that would reasonably be expected to lead to a possible Acquisition Proposal, and shall promptly (and in any event within 24 hours of receipt) notify such other party hereto regarding the receipt of any new Acquisition Proposal, any request for non-public information or data in connection with an Acquisition Proposal or any request for discussions or negotiations relating to an Acquisition Proposal (including the identity of such Person), in each case, after the date hereof and prior to the Closing. For purposes of this Agreement, an “Acquisition Proposal” means any Contract, offer, proposal or inquiry relating to, or any indication of interest in, any transaction or series of related transactions involving, directly or indirectly, (a) any acquisition of all or any material portion of the business of the Purchaser or the Co...
No Negotiation. This Demand Note is not negotiable other than a pledge or assignment to the Trustee, who is hereby authorized by DTAG and RCFC to make claims for repayment of principal outstanding hereunder on behalf of RCFC.
No Negotiation. During the Pre-Closing Period, the Company shall ensure that none of the Acquired Corporations and no Representative of any Acquired Corporation shall, directly or indirectly: (a) solicit, facilitate or encourage the initiation of any inquiry, proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than Parent) relating to or in connection with a possible Acquisition Transaction; or (c) consider, entertain or accept any proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction. During the Pre-Closing Period, no Key Stockholder shall, and each Key Stockholder shall ensure that no Representative of such Key Stockholder shall, directly or indirectly, take any of the actions referred to in clauses “(a)” through “(c)” of the preceding sentence. The Company shall promptly notify Parent in writing of any inquiry, proposal or offer relating to a possible Acquisition Transaction (including the identity of the Person making or submitting such inquiry, proposal or offer, and the terms thereof) that is received by the Company, any other Acquired Corporation, any of the Key Stockholders or any Representative of any Acquired Corporation or of any Key Stockholder during the Pre-Closing Period.
No Negotiation. Until such time as this Agreement shall be terminated pursuant to Section 9.1, Seller shall not, and it shall cause its Affiliates not to, directly or indirectly, solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate with or provide any nonpublic information to any Person (other than Buyer) relating to any sale of assets of Seller, any business combination transaction involving Seller or the merger or consolidation of Seller.
No Negotiation. This Demand Note is not negotiable other than to the Trustee for the benefit of the Series 2013-A Noteholders pursuant to the Series 2013-A Supplement. The parties intend that this Demand Note will be pledged to the Trustee for the benefit of the secured parties under the Series 2013-A Supplement and the other Series 2013-A Related Documents and payments hereunder shall be made only to said Trustee.
