No Negotiation or Solicitation. Prior to the Closing Date, Seller and its Affiliates will not (and Seller will cause each of its employees, officers, representatives and agents or advisors not to and shall cause its Affiliates to cause employees, officers, representatives and agents or advisors not to) directly or indirectly (a) solicit, initiate, entertain, encourage or accept the submission of any proposal, offer or any discussions relating to or that might reasonably be expected to lead to or result in any proposal or offer from any Person relating to the direct or indirect acquisition of the Seller Business or any portion of the Purchased Assets (other than purchases of Seller Products or services from the Seller Business in the ordinary course of business consistent with past practice), or (b) participate in any discussions or negotiations regarding the Seller Business, furnish any information with respect thereto, or assist or participate in, or facilitate or encourage in any other manner any effort or attempt by any Person to do or seek any of the foregoing. Seller will notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing within two (2) Business Days after receipt of any such offer or proposal, including the identity of the Person making such proposal, offer, inquiry or contact and all material terms thereof.
No Negotiation or Solicitation. Prior to the Closing Date, Seller and its Affiliates will not (and Seller will cause each of its employees, officers and agents not to) (a) solicit, initiate, entertain or encourage the submission of any proposal or offer from any Person, other than Buyer, relating to the direct or indirect acquisition of the Business or all or any portion of the Purchased Assets (other than in the ordinary course of business), or (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing. Seller will notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing.
No Negotiation or Solicitation. The Sellers agree that between the date of this Agreement and the earlier of (a) the Final Closing Date and (b) the termination of this Agreement, no Seller nor any of their Affiliates will (i) solicit, initiate, encourage, facilitate, support, induce or accept any other proposals, inquiries or offers from any Person (other than the Purchaser) relating to any acquisition or purchase of all Exhibit B - Page 63 of 134 xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1002638/000100263816000084/exhibit21.htm 64/134 or any portion of the Acquired Assets or the Business, release any Person from, or waive any provision of, any confidentiality agreement that is expressly directed to the Acquired Assets or the Business, (ii) otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing, or (iii) enter into any letter of intent or any other Contract contemplating or otherwise relating to acquisition or purchase of all or any portion of the Acquired Assets or the Business. The Sellers shall, and shall cause the Seller Group to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to the sale of the Business or the Acquired Assets (other than the Purchaser and its Affiliates and Representatives). The Sellers shall notify the Purchaser promptly, and in any event within two (2) Business Days after receipt thereof by a member of the Seller Group, if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made.
No Negotiation or Solicitation. From the date hereof until the earlier of the Closing Date or the date on which this Purchase Agreement is terminated pursuant to Article XI, Seller will not, and will not permit any of its Affiliates, officers, employees, directors, investment bankers or representatives to, solicit offers, inquiries or proposals from, disclose information to, afford any access to or negotiate or participate in discussions (and Seller shall immediately cease providing information to, and engaging in discussions or negotiations that are ongoing) with, other Persons in connection with the possible sale, disposition, recapitalization or other similar transaction involving all or any part of the Business. Notwithstanding the foregoing, nothing in this Section 5.13 shall prohibit any acquisition of Seller, whether by way of merger, purchase of capital of capital stock, purchase of substantially all assets, including the Purchased Assets, or otherwise.
No Negotiation or Solicitation. Until the Closing or the termination of this Agreement, Seller shall not, and shall cause its Affiliates to not (a) solicit, initiate, entertain, accept or encourage the submission of any proposal or offer from any Person relating to the direct or indirect acquisition of the Business or substantially all Assets, or (b) participate in any discussions or negotiations (and as of the date hereof, Seller shall immediately cease any discussions or negotiations that are ongoing) regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing. Seller shall notify Purchaser in writing if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing no later that three (3) Business Days after receipt of such offer or proposal.
No Negotiation or Solicitation. Prior to the earlier to occur of (i) the Closing Date or (ii) the termination of this Agreement in accordance with its terms, no member of the Seller Group shall (and Seller will cause each of its employees, officers, directors, representative and agents not to) (a) solicit, initiate, consider, entertain, knowingly encourage, or accept the submission of, any proposal or offer from any third party relating to the direct or indirect acquisition of the Business or any portion of the Acquired Assets (other than Inventory in the ordinary course of business consistent with past practice), or (b) participate in any discussions or negotiations (and as of the date hereof, Seller shall cease any discussions or negotiations that are ongoing) regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any third party to do or seek any of the foregoing. Seller will promptly notify Buyer if any third party makes any proposal, offer, inquiry or contact with respect to any of the foregoing (including the terms thereof and the identity of such third party subject to any confidentiality agreement existing as of the date hereof or applicable Law) within two (2) calendar days after receipt of any such offer or proposal.
No Negotiation or Solicitation. During the period from the date hereof to the earlier of the Closing Date or the termination of this Agreement, the Company will not, and the Company shall not authorize or permit its Representatives acting on its behalf to, (a) solicit or intentionally initiate or encourage the submission of any proposal or offer from any third party for the acquisition of the Business or any portion of the Transferred Assets (other than inventory in the ordinary course of business consistent with past practice) or (b) participate in any discussions or negotiations (and as of the date hereof, Seller shall immediately cease any discussions or negotiations that are ongoing) regarding, furnish any non-public information with respect to or assist or participate in, any effort or attempt to solicit an offer or proposal from a third party other than the Buyer and the Buyer Designees to do or seek any of the foregoing. The Company shall notify the Buyer promptly if any third party makes any proposal, offer, inquiry or contact with respect to any of the foregoing after receipt of any such offer or proposal.5.4
No Negotiation or Solicitation. The Company shall ensure that neither the Company nor any of the Company's Representatives directly or indirectly, from the date hereof until the earlier of termination of this Agreement or consummation of the Merger, (a) initiate, solicit or encourage, or take any other action to facilitate any inquiries or the making of any proposal with respect to, or (b) consider the merits or engage or participate in negotiations concerning, provide any nonpublic information or data to, or have any discussions with, any person other than a party hereto or their Representatives relating to, any (i) acquisition, (ii) tender offer (including a self-tender offer), (iii) exchange offer, (iv) merger, (v) consolidation, (vi) acquisition of beneficial ownership of (or the right to vote securities representing) any securities of the Company, or any rights to acquire, or other instruments convertible into, securities of the Company, (vii) dissolution, (viii) business combination, (ix) purchase of all or any significant portion of the assets or any division of (or any equity interest in) the Company or any subsidiary, or (x) any similar transaction other than the Merger (such proposals, announcements, or transactions being referred to as "Acquisition Proposals"). The Company will notify Verio orally (within one business day) and in writing (as promptly as practicable) if any such 25 26 Acquisition Proposals (including the identity of the persons making such proposals and the terms of such proposals) are received and furnish to Verio a copy of any written proposal relating thereto. 6.7
No Negotiation or Solicitation. (a) Subject to Section 6.5(b), from and after the date of this -------------- Agreement until the earlier of the Effective Time or termination of this Agreement pursuant to its terms, the Company and its subsidiaries shall not, and will instruct their respective Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly or recklessly encourage the making, submission or announcement of, any Acquisition Proposal (as defined below) by any person, entity or group (other than IDT and its Representatives), or (ii) participate in any discussions or negotiations with, or disclose any non-public information concerning the Company or any of its subsidiaries to, or afford any access to the properties, books or records of the Company or any of its subsidiaries to, or otherwise assist or facilitate, or enter into any agreement or understanding with, any person, entity or group (other than IDT and its Representatives), in connection with any Acquisition Proposal with respect to the Company. Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of the Company shall be deemed to constitute a breach of this Section 6.5 by the ----------- Company. For the purposes of this Agreement, an "Acquisition Proposal" with -------------------- respect to an entity means any proposal or offer relating to (i) any merger, consolidation, sale of substantial assets or similar transactions involving the entity or any subsidiaries of the entity (other than sales or licenses of assets or inventory in the Ordinary Course of Business or as permitted under the terms of this Agreement), (ii) sale of 15% or more of the outstanding shares of capital stock of the entity (including without limitation by way of a tender offer or an exchange offer), (iii) the acquisition by any person of beneficial ownership or a right to acquire beneficial ownership of, or the formation of any "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) which beneficially owns, or has the right to acquire beneficial ownership of, 15% or more of the then outstanding shares of capital stock of the entity (except for acquisitions for passive investment purposes only in circumstances where the person or group qualifies for and files a Schedule 13G with respect thereto); or (iv) any public announcement of a proposal, plan or...
No Negotiation or Solicitation. Prior to the Closing Date, each of Seller and Guarantor will not, and each will cause its employees, officers and agents not to, (a) directly or indirectly solicit, initiate, entertain or encourage the submission of any proposal or offer from any third person relating to the direct or indirect acquisition of any of the capital stock or any assets of the Acquired Companies, except in ordinary course of business of the Acquired Companies, or (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate any effort or attempt by any third person to do or seek any of the foregoing. Seller will notify Buyer if any third person makes any proposal, offer, inquiry or contact with respect to any of the foregoing within two (2) Business Days after receipt of any such offer or proposal.
