No Other Transactions. 33 5.3 Conduct of Business Prior to the Effective Time...........33 5.4
No Other Transactions. The Debtors shall not have filed or supported any plan of reorganization or liquidation with respect to the Debtors, other than the Plan, or any motion or motions to sell, or agree to sell, any material assets of the Debtors.
No Other Transactions. Since the date as of which information is given in the Prospectus, the Company and its Subsidiaries have not (i) issued or granted any securities, (ii) incurred any liability or obligation, direct or contingent, that is material to the Company and its Subsidiaries taken as a whole, other than liabilities or obligations that were incurred in the ordinary course of business, (iii) entered into any transaction that is material to the Company and its Subsidiaries taken as a whole, other than in the ordinary course of business, or (iv) declared or paid any dividend on their capital stock, except, in each case, as set forth or contemplated in the Prospectus.
No Other Transactions. As of the date hereof, no Affiliated Stockholder is party to any Contract (other than this Agreement) or commitment to enter into any Contract (i) with any member of the Company’s management or any of the Company’s officers or directors that relate in any way to the Offer, the Merger or the other transactions contemplated by this Agreement or (ii) pursuant to which any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Offer Price or the Merger Consideration.
No Other Transactions. The Principal Stockholder agrees that he shall not, nor shall he permit any of his Representatives (including, without limitation, any investment banker, attorney or accountant retained by him) to, initiate, solicit or facilitate, directly or indirectly, any inquiries or the making of any proposal with respect to an Other Transaction, engage in any discussions or negotiations concerning, or provide to any other person any information or data relating to, the Company or any of its Subsidiaries for the purposes of, or otherwise cooperate in any way with or assist or participate in, or facilitate any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, a proposal to seek or effect an Other Transaction, or agree to or endorse any Other Transaction; provided, however, that nothing contained in this Section shall prohibit the Principal Stockholder, if he is a member of Board of Directors of the Company, from making any disclosure, in his capacity as a director of the Company, to other stockholders of the Company that, in the reasonable judgment of the Company's Board of Directors in accordance with, and based upon the written advice of, outside counsel, is required under Applicable Law. The Principal Stockholder shall promptly advise Acquiror of, and communicate the material terms of, any proposal he may receive, or any inquiries he receives which may reasonably be expected to lead to such a proposal relating to an Other Transaction, and the identity of the Person making it. The Principal Stockholder shall further advise Acquiror of the status and changes in the material terms of any such proposal or inquiry (or any amendment to any of them). During the term of this Agreement, the Principal Stockholder agrees that he shall not enter into any agreement oral or written, and whether or not legally binding, with any Person that provides for, or in any way facilitates, an Other Transaction.
No Other Transactions. Except for the Rollover and Support Agreements, as of the date hereof, neither Parent nor any of its Affiliates (including TPG Cannes Aggregation, L.P.) has entered into any Contract, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any Contract, arrangement or understanding (in each case, whether oral or written), pursuant to which any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration in the Merger. Other than as contemplated by this Agreement, the Rollover and Support Agreements and the Confidentiality Agreement, as of the date hereof, none of Parent, Merger Sub, or any of their respective officers, directors or Affiliates (including TPG Cannes Aggregation, L.P.), has entered into any agreement, arrangement or understanding with any of the Company’s directors, officers, employees or Affiliates the subject of which is related to the Merger or any of the other transactions contemplated by this Agreement.
No Other Transactions. Except for this Agreement and the other Definitive Documents and the Approved Construction Contract, there are no transactions between the Company and any officer, director, shareholder, partner, member, manager or principal of the Company or any Affiliate controlled by the Company pursuant to which the Company shall have any obligation or liability whatsoever to any such person.
No Other Transactions. Prior to the earlier of the Closing and the termination of this Agreement, the Seller shall not sell, transfer or dispose of or agree to sell, transfer or dispose of any AerCap Shares except pursuant to the Offering and the Repurchase.
No Other Transactions. Except and only to the extent required by fiduciary obligations, neither CFC, County nor any of their directors, executive officers, representatives, agents or other persons controlled by CFC shall, and neither CFC nor County shall permit its directors and executive officers to, directly or indirectly, encourage or solicit or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than RSFC) concerning any merger, sale of substantially all of the assets, sale of shares of capital stock or similar transactions involving CFC or County.
No Other Transactions. Except and only to the extent required by fiduciary obligations, neither RSFC, Republic nor any of their directors, executive officers, representatives, agents or other persons controlled by RSFC or Republic shall, and neither RSFC nor Republic shall permit its directors and executive officers to, directly or indirectly, encourage or solicit or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than CFC) concerning any merger or acquisition involving RSFC or Republic, other than any merger or acquisition in which RSFC, Republic or a subsidiary of either is the surviving corporation and which has an aggregate purchase price of $10,000,000 or less (an "Additional Acquisition").
