No Other Bids. Except with respect to this Agreement and the transactions contemplated hereby or as otherwise permitted by this Section 5.5, neither Sterling nor any Affiliate (as defined herein) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representatives”) retained by Sterling shall directly or indirectly (i) initiate, solicit, encourage or otherwise take any action designed to or could reasonably be expected to facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “Acquisition Proposal” (as defined below) by any other party or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding or furnish any information with respect to, or otherwise cooperate in any way with, any Acquisition Proposal. Neither Sterling nor any Affiliate or representative thereof shall furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any Acquisition Proposal, and shall direct and use its reasonable efforts to cause its Affiliates or representatives not to engage in any of the foregoing. Sterling shall promptly notify Roma orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. Sterling shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing provisions of this Section 5.5, in the event that, prior to obtaining shareholder approval of the Merger, Sterling receives an unsolicited bona fide
(i) it is legally necessary for the proper discharge of its fiduciary duties for the Board to respond to such Acquisition Proposal and (ii) such Acquisition Proposal constitutes a “Superior Proposal” (as defined below), Sterling may furnish or cause to be furnished confidential information or data to the third party making such proposal and participate in negotiations or discussions, provided that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, Sterling shall have entered into a confidentiality agreement with such third party on terms no less restrictive to Sterling than the confidentiality agreement with Roma, and provided fur...
No Other Bids. Neither the Seller, nor any of their respective affiliates, shall directly or indirectly, through any officer, director, employee, shareholder, agent or otherwise, offer any of the Stock in the Company for sale to any other individual or entity other than Buyer, nor shall they solicit or enter into negotiations with any other party for the disposition of the Assets of the Company.
No Other Bids. In consideration of the substantial expenditure of time, effort and expense to be undertaken by the Purchaser and the Sub in connection with its due diligence review and the consummation of the transactions contemplated hereby, the Shareholders agree that upon the execution hereof and until the Closing Date, unless this Agreement is terminated pursuant to Article XII herein, they will not, and will not permit the Company or its representatives, officers, directors, shareholders or employees to initiate, negotiate or discuss with any other person or entity (other than the other Party hereto) the sale and purchase of the Company, or a substantial interest therein, whether by purchase of assets or stock, merger or other transaction.
No Other Bids. Until the earlier to occur of (a) the Closing or (b) the termination of this Agreement pursuant to its terms, Seller shall not, and Seller shall not authorize any of its officers, directors, employees or other representatives to, directly or indirectly, (i) initiate, solicit or encourage (including by way of furnishing information regarding the Assets) any inquiries, or make any statements to third parties which may reasonably be expected to lead to any proposal concerning the sale of the Assets (whether by way of merger, purchase of capital shares, purchase of assets or otherwise), or (ii) negotiate, engage in any substantive discussions, or enter into any agreement, with any Person concerning the sale of the Assets (whether by way of merger, purchase of capital shares, purchase of assets or otherwise).
No Other Bids. Sellers agree that they shall not, and shall not permit any of the Affiliates of Sellers, or any officers, directors, employees, agents or representatives of any of the foregoing to, directly or indirectly, solicit or initiate (including by way of furnishing any non-public information concerning the Business or the Selling Subsidiaries) inquiries or proposals, or participate in any discussions or negotiations or enter into any agreement with any Person with respect to such inquiries or proposals, concerning an acquisition of all or any substantial portion of the Selling Subsidiaries, the Business or the Purchased Assets, except for the transactions with Purchaser contemplated by this Agreement, and Sellers shall immediately advise Purchaser of any such inquiry or proposal, including the terms thereof and the identity of the Person making such inquiry or proposal. Notwithstanding anything to the contrary contained in this Section 7.13, Parent shall in no way by the terms of this Section 7.13 be restricted from soliciting or initiating inquiries or proposals, participating in any discussions or negotiations or entering into any agreement, with respect to a sale, merger, consolidation, recapitalization, liquidation or other business combination involving Parent, or the sale of all or substantially all the assets thereof (a “Parent Transaction"), and Parent shall have no obligations with respect to the notification of Purchaser with respect to any inquiry or proposal regarding a Parent Transaction.
No Other Bids. For as long as this Agreement is in effect, except with respect to this Agreement and the transactions contemplated hereby, neither Albemarle First nor any “affiliate” (as defined below) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representative”) retained by Albemarle First shall directly or indirectly initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “takeover proposal” (as defined below) by any other party. Neither Albemarle First nor any affiliate or representative thereof shall furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any takeover proposal, and shall direct and use its reasonable efforts to cause its affiliates or representatives not to engage in any of the foregoing, but Albemarle First may furnish such non-public information and negotiate and enter into an agreement or contract with respect to an unsolicited takeover proposal and communicate information about such a takeover proposal to its shareholders if in the proper exercise of their fiduciary duties after consultation with legal counsel, the Board of Directors of Albemarle First determines that such actions are in the best interests of Albemarle First and its shareholders. Albemarle First shall promptly notify Premier orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. Albemarle First shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any other parties conducted heretofore with respect to any of the foregoing. As used in this Section 5.5, an “affiliate” of Albemarle First means any executive officer or director of Albemarle First or direct or indirect beneficial owner of a 10% or greater equity or voting interest in Albemarle First. As used in this Section 5.5, “takeover proposal” shall mean any proposal for a merger or other business combination involving Albemarle First or for the acquisition of a significant equity interest in Albemarle First or for the acquisition of a significant portion of the assets or liabilities of Albemarle First.
No Other Bids. Between the date of this Agreement and the ------------- earlier of (i) the Closing Date, (ii) October 9, 1999 or (iii) the termination of this Agreement by Purchaser pursuant to Section 8 of this Agreement, Seller, its stockholders, officers, employees, and agents will not, directly, or indirectly, solicit, initiate, entertain or encourage any proposals or offers from any third party related to any merger or consolidation of Seller, the dissolution of * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. Seller or the acquisition of any or all of the Purchased Assets, or participate in any discussions regarding, or furnish to any person any information with respect to, or otherwise cooperate with, facilitate or encourage any such transaction. Seller agrees promptly to inform Purchaser of any inquiries or proposals from third parties with respect to such matters.
No Other Bids. From and after the Effective Date until this Agreement is terminated in accordance with the terms hereof, Seller shall not authorize or knowingly permit any equity holder, officer, director, manager or employee of, or any investment banker, attorney, accountant or other representative retained by Seller or its direct or indirect equity holders to solicit, initiate or encourage submission of or engage in any negotiations relating to any Acquisition Proposal or enter into any agreement to effectuate the same. Seller shall promptly communicate to Buyer the terms of any proposal or offer received by it (no matter how preliminary), and the identity of the party making such proposal, in respect of any actual or potential Acquisition Proposal.
No Other Bids. Until the earlier to occur of (a) the Closing or (b) the termination of this Agreement pursuant to its terms, Seller shall not, and Seller shall not authorize any of its officers, directors, employees or other representatives to, directly or indirectly, (i) initiate, solicit or encourage (including by way of furnishing information regarding the Business or the Assets) any Acquisition Proposal, or make any statements to third parties which may reasonably be expected to lead to any Acquisition Proposal, or (ii) negotiate, engage in any substantive discussions, or enter into any agreement, with any Person concerning any Acquisition Proposal
No Other Bids. From and after the date hereof until this Agreement is terminated in accordance with the terms hereof, the Sellers shall not, and shall cause the Company not to, authorize or knowingly permit any equity holder, officer, director, manager or employee of, or any investment banker, attorney, accountant or other representative retained by the Sellers or the Company or their direct or indirect equity holders to solicit, initiate or encourage submission of or engage in any negotiations relating to any proposal or offer (including by way of furnishing information) from any person which constitutes, or may reasonably be expected to lead to, any Acquisition Proposal or enter into any agreement to effectuate the same. Each Seller shall promptly communicate to Buyer the terms of any proposal or offer received by it (no matter how preliminary), and the identity of the party making such proposal, in respect of any actual or potential Acquisition Proposal.
