No-Shop Period. Subject to Sections 6.03(c) and 6.03(d), after the Go-Shop Period End Date until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article X, neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their Representatives to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or encourage the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or recommend an Acquisition Proposal or take any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (v) approve any transaction under Section 912 of the NYBCL or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Subject to Sections 6.03(c) and 6.03(d), and except with respect to any Person that has made a bona fide, written Acquisition Proposal prior to the Go-Shop Period End Date that satisfies the requirements of Section 6.03(c)(i) and 6.03(c)(ii) (such Person, an “Excluded Party”), on the Go-Shop Period End Date, the Company shall, and shall cause any of its Subsidiaries and its and their Representatives to cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representatives conducted prior to the date hereof with respect to any Acquisition Proposal. On the Go-Shop Period End Date, the Company shall notify Parent in writing of the identity of each Excluded Party and the then-current terms and conditions of such party’s Acquisition Proposal. Notwithstanding anything to the contrary contained herein, a Person shall cease to be an Excluded Party for all purposes under this Agreement at such time as any Acquisition Proposal made by such Person no longer satisfies the requirements of Section 6.03(c)(i) and 6.03(c)(ii).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ChyronHego Corp), Agreement and Plan of Merger (ChyronHego Corp)
No-Shop Period. (a) Subject to Sections 6.03(c) and 6.03(d)the provisions of this Section 6.2, after commencing on the GoNo-Shop Period End Start Date and continuing until the earlier of the Effective Time or, if earlierand the Termination Date, the termination of this Agreement in accordance with Article XCompany shall not, neither the Company nor any of and shall cause its Subsidiaries shalland its and their respective directors and officers not to, nor and shall the Company or any of use its Subsidiaries authorize or permit any of reasonable best efforts to cause its or their other Representatives not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly encourage or knowingly facilitate the making or encourage the submission of any offer or proposal that constitutes, or would reasonably be expected to lead to, an Alternative Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding an Alternative Acquisition Proposal with, or furnish any nonpublic information relating to the Company or any of its Subsidiaries for the purpose of facilitating an Alternative Acquisition Proposal to, any Person that has made or, to the Knowledge of the Company, is considering making an Alternative Acquisition Proposal (except, in each case, to notify such Person as to the existence of the provisions of this Section 6.2), or afford any Person access to the businessbusinesses, properties, assets, books books, records or records other non-public information, or to any personnel, of the Company or any of its Subsidiaries tofor the purpose of encouraging, otherwise cooperate in any way with, inducing or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, facilitating an Alternative Acquisition Proposal, or (iii) fail to makeapprove, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (endorse or recommend any proposal that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal Proposal, or take any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) grant enter into any waiver letter of intent, agreement in principle, memorandum of understanding, or release under any standstill other acquisition agreement, merger agreement or similar agreement with respect to any class an Alternative Acquisition Proposal (except for an Acceptable Confidentiality Agreement permitted hereunder). From the date of equity securities this Agreement until the earlier of the Company or any of its Subsidiaries, (v) approve any transaction under Section 912 of Effective Time and the NYBCL or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Subject to Sections 6.03(c) and 6.03(d), and except with respect to any Person that has made a bona fide, written Acquisition Proposal prior to the Go-Shop Period End Date that satisfies the requirements of Section 6.03(c)(i) and 6.03(c)(ii) (such Person, an “Excluded Party”), on the Go-Shop Period End Termination Date, the Company shallwill be required to enforce, and shall cause will not waive, terminate or modify any provision of its Subsidiaries and its and their Representatives any standstill or confidentiality agreement that prohibits or purports to cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representatives conducted prior prohibit a proposal being made to the date hereof with respect to Company Board (or any Acquisition Proposal. On the Go-Shop Period End Date, committee thereof) unless the Company shall notify Parent Board has determined in writing good faith, after consultation with its outside counsel, that the failure to take such action (A) would prohibit the counterparty from making an Alternative Acquisition Proposal to the Company Board and (B) would be inconsistent with its fiduciary duties to the stockholders of the identity of each Excluded Party and the then-current terms and conditions of such party’s Acquisition Proposal. Notwithstanding anything to the contrary contained herein, a Person shall cease to be an Excluded Party for all purposes Company under this Agreement at such time as any Acquisition Proposal made by such Person no longer satisfies the requirements of Section 6.03(c)(i) and 6.03(c)(ii)applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.), Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.)
No-Shop Period. Subject (i) Except as permitted by this Section 7.5 and except as may relate to Sections 6.03(cany Excluded Party, the Company shall, and shall cause each of its subsidiaries and each of its and their respective Representatives to (i) and 6.03(d), after on the GoNo-Shop Period End Start Date, immediately cease any discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and require such Persons and any other Persons who have made or have indicated an intention to make an Acquisition Proposal to promptly return or destroy any confidential information previously furnished by the Company, any of its subsidiaries or any of their respective Representatives; and (ii) from the No-Shop Period Start Date until the Effective Time or, if earlier, earlier of the Control Date or the termination of this Agreement in accordance with Article Xthe terms hereof, neither the Company nor any of its and the Company Subsidiaries shallshall not, nor shall the Company or any of its Subsidiaries they authorize or knowingly permit any of its or their respective Representatives to, directly or indirectly, indirectly (i) solicit, initiate initiate, knowingly encourage or take any action to knowingly facilitate or encourage the submission of any Acquisition Proposal, Proposal or the making thereof to the Company or its stockholders; (ii) enter into into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate in any way with, or knowingly assistany person (other than Parent, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or recommend an Acquisition Proposal or take any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (v) approve any transaction under Section 912 of the NYBCL or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Subject to Sections 6.03(c) and 6.03(d), and except with respect to any Person that has made a bona fide, written Acquisition Proposal prior to the Go-Shop Period End Date that satisfies the requirements of Section 6.03(c)(i) and 6.03(c)(ii) (such Person, an “Excluded Party”), on the Go-Shop Period End Date, the Company shall, and shall cause any of its Subsidiaries and its Purchaser and their Representatives to cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representatives conducted prior to the date hereof Representatives) with respect to any Acquisition Proposal. On ; (iii) waive, terminate, modify or fail to enforce any provision of any contractual “standstill,” confidentiality or similar obligation of any person other than Parent or its affiliates; or (iv) take any action to render any provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute (including Section 203 of the GoDCGL) or any restrictive provision of any applicable anti-Shop Period End Datetakeover provision in the Company’s organizational documents, in each case inapplicable to any person (other than Parent, Purchaser or any of their affiliates) or any Acquisition Proposal (and to the extent permitted thereunder, the Company shall notify Parent in writing promptly take all steps necessary to terminate any waiver that may have been heretofore granted to any such person or Acquisition Proposal under any such provisions). Any breach of the identity foregoing provisions of each Excluded Party and this Section 7.5 by any of the then-current terms and conditions of such partyCompany Subsidiaries or the Company’s Acquisition Proposal. Notwithstanding anything to or the contrary contained herein, a Person Company Subsidiaries’ Representatives shall cease be deemed to be an Excluded Party for all purposes under this Agreement at such time as any Acquisition Proposal made a breach by such Person no longer satisfies the requirements of Section 6.03(c)(i) and 6.03(c)(ii)Company.
Appears in 1 contract
No-Shop Period. (a) Subject to Sections 6.03(c) and 6.03(d)the provisions of this Section 6.2, after commencing on the GoNo-Shop Period End Start Date and continuing until the earlier of the Effective Time or, if earlierand the Termination Date, the termination of this Agreement in accordance with Article XCompany shall not, neither the Company nor any of and shall cause its Subsidiaries shalland its and their respective directors and officers not to, nor and shall the Company or any of use its Subsidiaries authorize or permit any of reasonable best efforts to cause its or their other Representatives not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly encourage or knowingly facilitate the making or encourage the submission of any offer or proposal that constitutes, or would reasonably be expected to lead to, an Alternative Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding an Alternative Acquisition Proposal with, or furnish any nonpublic information relating to the Company or any of its Subsidiaries for the purpose of facilitating an Alternative Acquisition Proposal to, any Person that has made or, to the Knowledge of the Company, is considering making an Alternative Acquisition Proposal (except, in each case, to notify such Person as to the existence of the provisions of this Section 6.2), or afford any Person access to the businessbusinesses, properties, assets, books books, records or records other non-public information, or to any personnel, of the Company or any of its Subsidiaries tofor the purpose of encouraging, otherwise cooperate in any way with, inducing or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, facilitating an Alternative Acquisition Proposal, or (iii) fail to makeapprove, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (endorse or recommend any proposal that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal Proposal, or take any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) grant enter into any waiver letter of intent, agreement in principle, memorandum of understanding, or release under any standstill other acquisition agreement, merger agreement or similar agreement with respect to any class an Alternative Acquisition Proposal (except for an Acceptable Confidentiality Agreement permitted hereunder). From the date of equity securities this Agreement until the earlier of the Company or any of its Subsidiaries, (v) approve any transaction under Section 912 of Effective Time and the NYBCL or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Subject to Sections 6.03(c) and 6.03(d), and except with respect to any Person that has made a bona fide, written Acquisition Proposal prior to the Go-Shop Period End Date that satisfies the requirements of Section 6.03(c)(i) and 6.03(c)(ii) (such Person, an “Excluded Party”), on the Go-Shop Period End Termination Date, the Company shallwill be required to enforce, and shall cause will not waive, terminate or modify any provision of its Subsidiaries and its and their Representatives any standstill or confidentiality agreement that prohibits or purports to cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representatives conducted prior prohibit a proposal being made to the date hereof with respect to Company Board (or any Acquisition Proposal. On the Go-Shop Period End Date, committee thereof) unless the Company shall notify Parent Board has determined in writing good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties to the stockholders of the identity of each Excluded Party and the then-current terms and conditions of such party’s Acquisition ProposalCompany under applicable Law. Notwithstanding anything to the contrary contained herein, a Person shall cease to be an Excluded Party for all purposes under this Agreement at such time as any Acquisition Proposal made by such Person no longer satisfies the requirements of Section 6.03(c)(i) and 6.03(c)(ii).40
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No-Shop Period. Subject to Sections 6.03(c(i) From the date hereof and 6.03(d), after the Go-Shop Period End Date continuing until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article Xthe terms hereof, neither the Company nor any of its shall not and shall cause the Company Subsidiaries shallnot to, nor shall they authorize or permit any of their respective Representatives to, directly or indirectly, or except as otherwise permitted by this Section 7.2, (A) solicit, initiate, knowingly encourage, assist, participate in or knowingly facilitate any Acquisition Proposal or the making thereof to the Company or its stockholders; (B) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to, or otherwise cooperate in any way with, any person (other than Parent, Purchaser and their Representatives in their capacities as such) with respect to any Acquisition Proposal; (C) waive, terminate, modify or fail to enforce any provision of any contractual “standstill,” confidentiality or similar obligation of any person (other than Parent or its affiliates) related to the sales process conducted by the Company or in connection with an Acquisition Proposal, (D) take any action to render any provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute (including Section 203 of the DCGL) or any restrictive provision of any applicable anti-takeover provision in the Company’s organizational documents, in each case inapplicable to any person (other than Parent, Purchaser or any of their affiliates) or any Acquisition Proposal (and to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted to any such person or Acquisition Proposal under any such provisions) or (E) have the Company Board resolve or agree to do any of the foregoing. The Company shall, and shall cause the Company Subsidiaries and its Subsidiaries and their respective Representatives to immediately cease and cause to be terminated, and shall not authorize or permit any of its or their Representatives toto continue, directly or indirectly, (i) solicit, initiate or take any action to facilitate or encourage the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or recommend an Acquisition Proposal or take any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (v) approve any transaction under Section 912 of the NYBCL or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Subject to Sections 6.03(c) and 6.03(d), and except with respect to any Person that has made a bona fide, written Acquisition Proposal prior to the Go-Shop Period End Date that satisfies the requirements of Section 6.03(c)(i) and 6.03(c)(ii) (such Person, an “Excluded Party”), on the Go-Shop Period End Date, the Company shall, and shall cause any of its Subsidiaries and its and their Representatives to cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, negotiations with any Third Party and its Representatives conducted prior to the date hereof with respect to any Acquisition Proposal. On the Go, shall immediately terminate any data room access (if any) to any such Third Parties and shall immediately request and, if applicable, enforce any rights to require, any such Third Party (or its Representatives) in possession of non-Shop Period End Date, public information in respect of the Company shall notify Parent in writing or any of the identity Company Subsidiaries that was furnished by or on behalf of each Excluded Party the Company and the then-current terms Company Subsidiaries to return or destroy (and conditions of confirm destruction of) all such party’s Acquisition Proposal. Notwithstanding anything to the contrary contained herein, a Person shall cease to be an Excluded Party for all purposes under this Agreement at such time as any Acquisition Proposal made by such Person no longer satisfies the requirements of Section 6.03(c)(i) and 6.03(c)(ii)information.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MaxPoint Interactive, Inc.)
No-Shop Period. Subject to Sections 6.03(c) and 6.03(d)Except as otherwise permitted by this Section 4.7, after from the Go-Shop Period End Date date hereof until the Effective Time Time, or, if earlier, the termination of this Agreement in accordance with Article Xits terms, neither the Company nor and the Company Subsidiaries and their respective officers and directors shall not, and the Company shall not authorize or permit any Company Subsidiary to, or authorize or knowingly permit any Representatives of its Subsidiaries shall, nor shall the Company or any Company Subsidiary to, and the Company shall use commercially reasonable efforts to cause any Representatives of its Subsidiaries authorize or permit any of its or their Representatives the Company not to, directly or indirectly, (i) solicit, initiate or encourage or take any other action to knowingly facilitate any inquiries or encourage the submission making of any Acquisition offer or proposal that could reasonably be expected to lead to a Company Takeover Proposal, (ii) enter into any agreement, letter of intent, or other similar instrument with respect to any Company Takeover Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 4.7) or (iii) enter into, continue, conduct, engage or otherwise participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise cooperate in any way withregarding, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or recommend an Acquisition Proposal or take any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (v) approve any transaction under Section 912 of the NYBCL or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Subject to Sections 6.03(c) and 6.03(d), and except with respect furnish to any Person that has made a bona fideany non-public information with respect to, written Acquisition Proposal prior to the Go-Shop Period End Date that satisfies Company and the requirements Company Subsidiaries or any Company Takeover Proposal. Promptly after the execution of Section 6.03(c)(i) and 6.03(c)(ii) (such Person, an “Excluded Party”), on the Go-Shop Period End Datethis Agreement, the Company shall, and shall cause any of its the Company Subsidiaries and direct its and their Representatives to to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, and negotiations with any Third Party and its Representatives Person conducted prior to the date hereof theretofore with respect to any Acquisition Proposal. On the Go-Shop Period End Date, the Company shall notify Parent in writing of the identity of each Excluded Party and the then-current terms and conditions of such party’s Acquisition Takeover Proposal or any inquiry or proposal that could reasonably be expected to lead to a Company Takeover Proposal. Notwithstanding anything in this Agreement to the contrary contained hereincontrary, a Person shall cease prior to be an Excluded Party for all purposes under this Agreement the time at such time as any Acquisition which the Company Stockholder Approval has been obtained, the Company and its Representatives may, in response to each (if any) Company Takeover Proposal made by or renewed after the date hereof that does not result from a breach of this Section 4.7(a), if the Company Board determines in good faith (after consultation with its financial advisors and legal counsel) that such Company Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Company Proposal, (1) provide access to or furnish information with respect to the Company and its Subsidiaries to the Person making such Company Takeover Proposal and its Representatives pursuant to an Acceptable Confidentiality Agreement and (2) conduct, engage or participate in discussions or negotiations (including solicitation of a revised Company Takeover Proposal) with such Person no longer satisfies the requirements of Section 6.03(c)(i) and 6.03(c)(ii)its Representatives regarding such or any other Company Takeover Proposal.
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No-Shop Period. Subject to Sections 6.03(c(i) From and 6.03(d), after the Go-Shop Period End Date Period, and continuing until prior to the Effective Time ortime the Requisite Company Vote is obtained, or if earlier, the termination of this Agreement in accordance with Article Xthe terms hereof, neither the Company nor any of its and the Company Subsidiaries shallshall not, nor shall the Company or any of its Subsidiaries they authorize or permit and shall instruct and cause any of its or their respective Representatives not to, directly or indirectly, except as otherwise permitted by this Section 6.2, (ia) solicit, initiate initiate, knowingly induce, knowingly encourage or take any action to knowingly facilitate or encourage the submission of any Acquisition Proposal, Proposal or the making thereof to the Company or its stockholders; (iib) enter into into, engage in, continue or otherwise participate in any discussions or negotiations withregarding, or provide access to its properties, books and records or furnish any confidential or non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate in any way with, or knowingly assistany person (other than Parent, participate inMerger Sub and their Representatives) in connection with, facilitate or encourage any effort by any Third Party that is seeking to makerelating to, or has made, for the purpose of encouraging or facilitating an Acquisition Proposal; (c) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; (iiid) fail to makeexecute or enter into, withdraw any Acquisition Agreement; or modify in a manner adverse to Parent the Company Board Recommendation (or recommend an Acquisition Proposal or e) take any action to render any provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or make other similar anti-takeover statute (including Section 203 of the DCGL) or any statement inconsistent with restrictive provision of any applicable anti-takeover provision in the Company’s organizational documents, in each case inapplicable to any person (other than Parent, Merger Sub or any of their affiliates) or any Acquisition Proposal (and to the extent permitted thereunder, the Company Board Recommendation) (shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted to any such person or Acquisition Proposal under any such provisions). Any violation of the foregoing restrictions on the Company or any Company Subsidiary set forth in this clause (iii), an “Adverse Recommendation Change”), (ivSection 6.2(b)(i) grant by any waiver or release under any standstill or similar agreement with respect to any class of equity securities Representative of the Company or any Company Subsidiary shall be deemed a breach of its Subsidiaries, (vthis Section 6.2(b)(i) approve any transaction under Section 912 by the Company. Promptly following the expiration of the NYBCL or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Subject to Sections 6.03(c) and 6.03(d), and except with respect to any Person that has made a bona fide, written Acquisition Proposal prior to the Go-Shop Period End Date that satisfies the requirements of Section 6.03(c)(i) and 6.03(c)(ii) (such Person, an “Excluded Party”), on the Go-Shop Period End DatePeriod, the Company and the Company Subsidiaries shall, and shall instruct and cause any of its Subsidiaries and its and their respective Representatives to to, immediately cease immediately and cause to be terminated any and all existing activitiessolicitations, discussions or negotiations, if any, negotiations or other activities with any Third Party and person (other than the parties hereto) in connection with an Acquisition Proposal. The Company also agrees that it will thereafter promptly request each person (other than the parties hereto) that has, prior to the expiration of the Go-Shop Period, executed a confidentiality agreement in connection with its Representatives conducted consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such person by or on behalf of the Company or any Company Subsidiary prior to the date hereof with respect and shall terminate access to any Acquisition Proposal. On the Go-Shop Period End Date, the Company shall notify Parent data rooms furnished in writing of the identity of each Excluded Party and the then-current terms and conditions of such party’s Acquisition Proposal. Notwithstanding anything to the contrary contained herein, a Person shall cease to be an Excluded Party for all purposes under this Agreement at such time as any Acquisition Proposal made by such Person no longer satisfies the requirements of Section 6.03(c)(i) and 6.03(c)(ii)connection therewith.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boingo Wireless, Inc.)
No-Shop Period. (a) Subject to Sections 6.03(c) and 6.03(d)the provisions of this Section 6.2, after commencing on the GoNo-Shop Period End Start Date and continuing until the earlier of the Effective Time or, if earlierand the Termination Date, the termination of this Agreement in accordance with Article XCompany shall not, neither the Company nor any of and shall cause its Subsidiaries shalland its and their respective directors and officers not to, nor and shall the Company or any of use its Subsidiaries authorize or permit any of reasonable best efforts to cause its or their other Representatives not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly encourage Table of Contents or knowingly facilitate the making or encourage the submission of any offer or proposal that constitutes, or would reasonably be expected to lead to, an Alternative Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding an Alternative Acquisition Proposal with, or furnish any nonpublic information relating to the Company or any of its Subsidiaries for the purpose of facilitating an Alternative Acquisition Proposal to, any Person that has made or, to the Knowledge of the Company, is considering making an Alternative Acquisition Proposal (except, in each case, to notify such Person as to the existence of the provisions of this Section 6.2), or afford any Person access to the businessbusinesses, properties, assets, books books, records or records other non-public information, or to any personnel, of the Company or any of its Subsidiaries tofor the purpose of encouraging, otherwise cooperate in any way with, inducing or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, facilitating an Alternative Acquisition Proposal, or (iii) fail to makeapprove, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (endorse or recommend any proposal that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal Proposal, or take any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) grant enter into any waiver letter of intent, agreement in principle, memorandum of understanding, or release under any standstill other acquisition agreement, merger agreement or similar agreement with respect to any class an Alternative Acquisition Proposal (except for an Acceptable Confidentiality Agreement permitted hereunder). From the date of equity securities this Agreement until the earlier of the Company or any of its Subsidiaries, (v) approve any transaction under Section 912 of Effective Time and the NYBCL or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Subject to Sections 6.03(c) and 6.03(d), and except with respect to any Person that has made a bona fide, written Acquisition Proposal prior to the Go-Shop Period End Date that satisfies the requirements of Section 6.03(c)(i) and 6.03(c)(ii) (such Person, an “Excluded Party”), on the Go-Shop Period End Termination Date, the Company shallwill be required to enforce, and shall cause will not waive, terminate or modify any provision of its Subsidiaries and its and their Representatives any standstill or confidentiality agreement that prohibits or purports to cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representatives conducted prior prohibit a proposal being made to the date hereof with respect to Company Board (or any Acquisition Proposal. On the Go-Shop Period End Date, committee thereof) unless the Company shall notify Parent Board has determined in writing good faith, after consultation with its outside counsel, that the failure to take such action (A) would prohibit the counterparty from making an Alternative Acquisition Proposal to the Company Board and (B) would be inconsistent with its fiduciary duties to the stockholders of the identity of each Excluded Party and the then-current terms and conditions of such party’s Acquisition Proposal. Notwithstanding anything to the contrary contained herein, a Person shall cease to be an Excluded Party for all purposes Company under this Agreement at such time as any Acquisition Proposal made by such Person no longer satisfies the requirements of Section 6.03(c)(i) and 6.03(c)(ii)applicable Law.
Appears in 1 contract
No-Shop Period. Subject to Sections 6.03(c) and 6.03(d), after the Go-Shop Period End Date until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article X, neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their Representatives to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or encourage the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or recommend an Acquisition Proposal or take any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) grant any waiver or release under any standstill or similar agreement Except with respect to any class of equity securities Excluded Person (but only for so long as such Person is an Excluded Person) until the Cut-off Date, on the No-Shop Period Start Date, the Company and its Subsidiaries and its and their respective directors, officers and employees shall, and the Company shall cause its and its Subsidiaries’ other Representatives to (i) immediately cease all discussions and negotiations with respect to any Acquisition Proposal with any Person, including by terminating access to any physical or electronic data rooms relating to a possible Acquisition Proposal and requesting that any such Person and its Representatives promptly return or destroy all confidential information concerning the Company and its Subsidiaries theretofore furnished thereto by or on behalf of the Company or any of its Subsidiaries, and destroy all analyses and other materials prepared by or on behalf of such Person that contain, reflect or analyze such information, in each case in accordance with the applicable confidentiality agreement between the Company and such Person, and (vii) approve thereafter not (A) initiate, solicit or knowingly encourage any transaction under Section 912 inquiry or the making of the NYBCL any proposal or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to offer that could constitute an Acquisition Proposal. Subject , (B) engage in, enter into, continue or otherwise participate in any discussion or negotiation regarding, or provide any non-public information concerning the Company or its Subsidiaries to Sections 6.03(cany Person with respect to, any Acquisition Proposal, (C) and 6.03(dgrant any waiver, amendment or release under any standstill provision of any confidentiality or similar agreement to which the Company or any of its Subsidiaries is a party (unless the Company Board or any committee thereof determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties under applicable Law), (D) waive the applicability of all or any portion of any anti-takeover Laws in respect of any Person (other than Parent and its Affiliates), or (E) otherwise cooperate with, knowingly assist, participate in or knowingly facilitate any effort or attempt to make any Acquisition Proposal. Notwithstanding the foregoing, except with respect to any Excluded Person that has made (but only for so long as such Person is an Excluded Person) until the Cut-off Date, following the No-Shop Period Start Date and prior to obtaining the Company Stockholder Approval, if (i) the Company receives a bona fide, fide written Acquisition Proposal prior to from any Person after the GoNo-Shop Period End Start Date that satisfies does not result from a material breach of any of the requirements of restrictions set forth in this Section 6.03(c)(i) and 6.03(c)(ii) (such Person, an “Excluded Party”5.2(b), on the Go-Shop Period End Date, (ii) the Company shallBoard or any committee thereof determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal constitutes a Superior Proposal (or is part of a group of Acquisition Proposals constituting, in the aggregate, a Superior Proposal) or would reasonably be expected to lead to a Superior Proposal (or a group of Acquisition Proposals constituting, in the aggregate, a Superior Proposal), and shall cause (iii) the Company Board or any of committee thereof determines in good faith (after consultation with its Subsidiaries financial advisor and its and their Representatives outside legal counsel) that failure to cease immediately and cause to take any action described below in clause (A) or (B) would be terminated any and all existing activitiesinconsistent with the directors’ fiduciary duties under applicable Law, discussions or negotiations, if any, with any Third Party then (A) the Company and its Representatives conducted prior may provide non-public information concerning the Company and its Subsidiaries in response to a request therefor by such Person if the date hereof with respect to any Acquisition Proposal. On the Go-Shop Period End DateCompany receives from such Person an Acceptable Confidentiality Agreement; provided, that the Company shall notify promptly make available to Parent and Merger Sub any non-public information concerning the Company or its Subsidiaries that the Company provides to such Person that was not previously made available to Parent or Merger Sub, and (B) the Company and its Representatives may engage or participate in writing of the identity of each Excluded Party and the then-current terms and conditions of any discussions or negotiations with such party’s Person regarding such Acquisition Proposal. Notwithstanding anything to the contrary contained hereinin this Agreement, the Company and its Subsidiaries and its and their Representatives may (without any determination by the Company Board or any committee thereof or consultation with its financial advisor or outside legal counsel) (x) following the receipt of an Acquisition Proposal from a Person, contact such Person shall cease solely in order to be clarify and understand the terms and conditions of an Excluded Party for all purposes under this Agreement at such time as any Acquisition Proposal made by such Person no longer satisfies and/or (y) direct any Person to this Agreement, including the requirements specific provisions of this Section 6.03(c)(i) and 6.03(c)(ii)5.2.
Appears in 1 contract
No-Shop Period. (a) Subject to Sections 6.03(c) and 6.03(d)the provisions of this Section 6.2, after commencing on the GoNo-Shop Period End Start Date and continuing until the earlier of the Effective Time or, if earlier, and the date of termination of this Agreement in accordance with Article XAgreement, neither the Company nor any of shall not, and shall cause its Subsidiaries shalland its and their respective directors and officers not to, nor and shall the Company or any of use its Subsidiaries authorize or permit any of commercially reasonable efforts to cause its or their other Representatives not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly encourage or knowingly facilitate the making or encourage the submission of any Acquisition offer or proposal that constitutes, or would reasonably be expected to lead to, a Takeover Proposal, (ii) enter into or participate in any discussions or negotiations regarding a Takeover Proposal with, or furnish any nonpublic information relating to the Company or any of its Subsidiaries for the purpose of facilitating a Takeover Proposal to, any Person that has made or, to the Knowledge of the Company, is considering making a Takeover Proposal (except, in each case, to notify such Person as to the existence of the provisions of this Section 6.2), or afford any Person access to the businessbusinesses, properties, assets, books books, records or records other non-public information, or to any personnel, of the Company or any of its Subsidiaries tofor the purpose of encouraging, otherwise cooperate in any way with, inducing or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, an Acquisition facilitating a Takeover Proposal, (iii) fail to makeapprove, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (endorse or recommend an Acquisition Proposal any proposal that constitutes or take any action would reasonably be expected to lead to a Takeover Proposal, or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) grant enter into any waiver letter of intent, agreement in principle, memorandum of understanding, or release under any standstill other acquisition agreement, merger agreement or similar agreement with respect to a Takeover Proposal (except for an Acceptable Confidentiality Agreement permitted hereunder). From the date of this Agreement until the earlier of the Effective Time and the date of termination of this Agreement, the Company will be required to enforce, and will not waive, terminate or modify any class provision of equity securities any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof) unless the Company Board has determined in good faith, after consultation with its outside counsel, that the failure to take such action (A) would prohibit the counterparty from making a Takeover Proposal to the Company Board and (B) would be inconsistent with its fiduciary duties to the stockholders of the Company or any of its Subsidiaries, (v) approve any transaction under Section 912 of the NYBCL or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Subject to Sections 6.03(c) and 6.03(d), and except with respect to any Person that has made a bona fide, written Acquisition Proposal prior to the Go-Shop Period End Date that satisfies the requirements of Section 6.03(c)(i) and 6.03(c)(ii) (such Person, an “Excluded Party”), on the Go-Shop Period End Date, the Company shall, and shall cause any of its Subsidiaries and its and their Representatives to cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representatives conducted prior to the date hereof with respect to any Acquisition Proposal. On the Go-Shop Period End Date, the Company shall notify Parent in writing of the identity of each Excluded Party and the then-current terms and conditions of such party’s Acquisition Proposal. Notwithstanding anything to the contrary contained herein, a Person shall cease to be an Excluded Party for all purposes under this Agreement at such time as any Acquisition Proposal made by such Person no longer satisfies the requirements of Section 6.03(c)(i) and 6.03(c)(ii)applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gelesis Holdings, Inc.)
