No Shop; Acquisition Proposals. From the date hereof until the Effective Time or the earlier termination of this Agreement, neither WPC nor Legacy shall, nor shall they authorize or permit any of their respective officers, directors or employees or Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by it to, solicit, initiate or encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal (as hereinafter defined), or negotiate with respect to, agree to or endorse any Takeover Proposal (except in any case if the board of directors or special committee of Legacy or WPC, as the case may be, determines in good faith, based upon the written opinion of its outside legal counsel, that the failure to do so would constitute a breach of the fiduciary duties of the Legacy' or WPC's board of directors or special committee, as the case may be, to its stockholders under applicable law). WPC shall promptly advise Legacy and Legacy shall promptly advise WPC, as the case may be, orally and in writing of any such inquiries or proposals and shall also promptly advise Legacy or WPC, as the case may be, of any developments or changes regarding such inquiries or proposals. WPC and Legacy shall immediately cease and cause to be terminated any existing discussions or negotiations with any persons (other than WPC, Legacy and LTH) conducted heretofore with respect to any Takeover Proposal. WPC and Legacy agree not to release (by waiver or otherwise) any third party from the provisions of any confidentiality or standstill agreement to which WPC or Legacy is a party.
No Shop; Acquisition Proposals. (a) Except as otherwise permitted by this Section 5.3, the Company will, and will cause its directors, officers and employees to, and will instruct its other Representatives to:
No Shop; Acquisition Proposals. From the date hereof until the Closing or the earlier termination of this Agreement, neither the Stockholder nor the Company shall, nor shall they authorize or permit any of their respective officers, directors or employees or Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by it to, solicit, initiate or encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or negotiate with respect to, agree to or endorse any Takeover Proposal. The Stockholder and the Company shall promptly advise CSA orally and in writing of any such inquiries or proposals and shall also promptly advise CSA of any developments or changes regarding such inquiries or proposals. The Stockholder and the Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any persons (other than CSA) conducted heretofore with respect to any Takeover Proposal. The Stockholder and the Company agree not to release (by waiver or otherwise) any third party from the provisions of any confidentiality or standstill agreement to which the Stockholder or the Company is a party.
No Shop; Acquisition Proposals. From the date hereof until the Effective Time or the earlier termination of this Agreement, neither PCI nor SI shall, nor shall they authorize or permit any of their respective officers, directors or employees, or any investment banker, financial advisor, attorney, accountant or other representative retained by it to, solicit, initiate or encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal (as hereinafter defined), or negotiate with respect to, agree to or endorse any Takeover Proposal (except in any case if the board of directors or special committee of SI or PCI, as the case may be, determines in good faith, based upon the written opinion of its outside legal counsel, that the failure to do so would constitute a breach of the fiduciary duties of the SI or PCI under applicable law). PCI shall promptly advise SI and SI shall promptly advise PCI, as the case may be, orally and in writing of any such inquiries or proposals and shall also promptly advise SI or PCI, as the case may be, of any developments or changes regarding such inquiries or proposals. PCI and SI shall immediately cease and cause to be terminated any existing discussions or negotiations with any persons (other than PCI and SI and Persons contemplated to be a party to the transactions contemplated by the Transaction Documents) conducted heretofore with respect to any Takeover Proposal. PCI and SI agree not to release (by waiver or otherwise) any third party from the provisions of any confidentiality or standstill agreement to which PCI or SI is a party.
No Shop; Acquisition Proposals. Sellers agree that any existing negotiations or discussions with other potential purchasers of the capital stock of the Company shall be terminated immediately. From the date hereof until the Closing or the earlier termination of this Agreement, Sellers will not solicit or enter into any discussions or negotiations with, or furnish or cause to be furnished any information concerning Sellers or the Company to any person or entity (other than Buyer) in connection with any acquisition of all or any portion of the capital stock of the Sellers, whether by merger, consolidation, reorganization, sale of stock or otherwise.
No Shop; Acquisition Proposals. (a) Except as otherwise permitted by this Section 5.3, the Company will, and will cause its directors, officers and employees to, and will instruct its other Representatives to: (i) (A) immediately cease and cause to be terminated any solicitation, discussions or negotiations with any Persons that may be ongoing with respect to any Acquisition Proposal, or any inquiry, expression of interest, proposal, discussions, negotiations or offer that would reasonably be expected to lead to an Acquisition Proposal, (B) promptly inform such Persons of the obligations set forth in this Section 5.3, (C) promptly instruct each Person that has previously executed a confidentiality agreement in connection with such Person’s consideration of an Acquisition Proposal to return to the Company or destroy any non-public information previously furnished to such Person or to any Person’s Representatives by or on behalf of the Company and (D) promptly terminate all physical and electronic data room access previously granted to such Person and its Representatives; and (ii) not, directly or indirectly: (A) solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, expression of interest, proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, (B) participate in any discussions or negotiations relating to any Acquisition Proposal with any Person other than Parent and Merger Sub, (C) furnish to any Person other than Parent and Merger any non-public information in connection with an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal, (D) enter into any agreement, letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option or other similar Contract providing for or otherwise relating to any Acquisition
No Shop; Acquisition Proposals. (a) Except as otherwise permitted by this Section 5.3, the Company will, and will cause the other members of the Company Group and its and their respective directors and officers to, and will instruct its and their other Representatives to: (A) immediately cease and cause to be terminated any solicitation, discussions or negotiations with any third Persons that may be ongoing with respect to any Acquisition Proposal, or any expression of interest, discussions, offer or negotiations that would reasonably be expected to lead to an Acquisition Proposal, (B) promptly (and in any event within 24 hours after the date of this Agreement) instruct each third Person that has previously executed a confidentiality agreement within the 5 years prior to the date of this Agreement in connection with such Person’s consideration of an Acquisition Proposal to return to the Company or destroy any non-public information previously furnished to such Person or to any Person’s Representatives by or on behalf of the Company and (C) promptly (and in any event within 24 hours after the date of this Agreement) terminate all physical and electronic data room access previously granted to such Person and its Representatives. For purposes of this Section 5.3, the term “officers” shall mean those Service Providers party to a change of control and severance agreement listed under Section 3.12(a) of the Company Disclosure Schedule.
No Shop; Acquisition Proposals. (a) From and after the date of this Agreement through the sooner of the Effective Time or termination of this Agreement in accordance with its terms, neither Etelos nor any of Affiliates, directors, officers, employees, members, shareholders, representatives or agents (collectively, “Representatives”) shall, directly or indirectly, (i) encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of Etelos or any capital stock or other ownership interests thereof other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of Etelos in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.
No Shop; Acquisition Proposals. (a) From the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement in accordance with Section 8.01, the Company shall, and shall cause its Subsidiaries and each of its and their respective directors, officers and employees to, and shall instruct and direct, and use its reasonable best efforts to cause, its other Representatives to:
No Shop; Acquisition Proposals. ViaGrafix shall not, nor shall it permit any of the ViaGrafix Subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of the ViaGrafix Subsidiaries to, solicit, initiate or encourage (including by way of furnishing information), or
