No Solicitation; Acquisition Proposals. (a) Stockholder shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "Representatives") not to, directly or indirectly, (A) solicit, initiate, endorse or knowingly encourage or knowingly facilitate the submission or announcement of any Acquisition Proposal or Acquisition Inquiry or any proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiry.
Appears in 9 contracts
Samples: Support Agreement (Fintrax US Acquisition Subsidiary, Inc.), Support Agreement (Fintrax US Acquisition Subsidiary, Inc.), Support Agreement (Fintrax US Acquisition Subsidiary, Inc.)
No Solicitation; Acquisition Proposals. (a) Stockholder During the period from and including the date of this Agreement to and including the Effective Time, Company shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause authorize or permit any of its other Affiliates Subsidiaries, or Persons acting on any of its or their behalf affiliates, officers, directors, employees, agents or representatives (including employeeswithout limitation any investment banker, investment bankersfinancial advisor, attorneysattorney or accountant retained by Company or any of its Subsidiaries), accountants or other agents, "Representatives") not to, directly or indirectly, (A) solicit, initiate, endorse solicit or knowingly encourage (including by way of furnishing information or knowingly facilitate assistance), or take any other action to facilitate, any inquiries, any expression of interest or the submission or announcement making of any Acquisition Proposal proposal that constitutes, or Acquisition Inquiry or any proposals or offers that constitute or would may reasonably be expected to lead to to, an Acquisition Proposal, (B) furnish or disclose enter into or maintain or continue discussions or negotiate with any information regarding the Company person in furtherance of such inquiries or to any Person in connection with, or in response to, obtain an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions agree to or negotiations with endorse any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that nothing in each this Agreement shall prohibit the Board of the foregoing clauses (A)-(D)Directors of Company, in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal prior to the time at which this Agreement shall have been approved by Company's stockholders, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives furnishing information to, immediately cease and cause to be terminated any existing solicitation ofor entering into, maintaining or continuing discussions or negotiations with, any Person person that makes an unsolicited, bona fide written Acquisition Proposal after the date hereof if, and to the extent that, the Board of Directors of Company, after consultation with and based upon the advice of independent legal counsel, determines in good faith that (i) such Acquisition Proposal would be more favorable to Company's stockholders than the Merger, and (ii) the failure to take such action would result in a breach by the Board of Directors of Company of its fiduciary duties to Company's stockholders under applicable law, and, prior to furnishing any non-public information to such person, Company receives from such person an executed confidentiality agreement with provisions no less favorable to Company than the letter agreement relating to the furnishing of confidential information of Company to Parent referred to in the last sentence of Section 6.3. Company shall promptly (and, in any event within 24 hours) notify Parent after receipt of any Acquisition Proposal or any request for information relating to Company or any of its Subsidiaries or for access to the properties, books or records of Company or any of its Subsidiaries by any person who has informed Company that such person is considering making, or has made, an Acquisition InquiryProposal (which notice shall identify the person making, or considering making, such Acquisition Proposal and shall set forth the material terms of any Acquisition Proposal received), and Company shall keep Parent informed in reasonable detail of the terms, status and other pertinent details of any such Acquisition Proposal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cayenne Software Inc), Agreement and Plan of Merger (Sterling Software Inc), Agreement and Plan of Merger (Sterling Software Inc)
No Solicitation; Acquisition Proposals. (a) Stockholder The Company shall not, and nor shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause it permit any of its other Affiliates subsidiaries to, nor shall it authorize or Persons acting on permit any officer, director or representative or agent of the Company or any of its subsidiaries (including, without limitation, any investment banker, financial advisor, attorney or their behalf (including employees, investment bankers, attorneys, accountants accountant retained by the Company or other agents, "Representatives"any of its subsidiaries) not to, directly or indirectly, (Ai) solicit, initiate, endorse initiate or knowingly encourage (including by way of furnishing information or knowingly assistance), or take any other action to facilitate the submission or announcement initiation of any inquiries or proposals regarding an Acquisition Proposal (as hereinafter defined), (ii) engage in negotiations or Acquisition Inquiry discussions concerning, or provide any proposals or offers that constitute or would reasonably be expected nonpublic information to lead to an any person relating to, any Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (Diii) approve, agree to approve or recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that nothing contained in each of this Section 5.2 shall prohibit the foregoing clauses (A)-(D)Company or the Board from taking and disclosing to stockholders a position contemplated by Rule 14e-2 promulgated under the Exchange Act or from making any disclosure to the Company's stockholders if, in the event a Third Party submits good faith reasonable judgment of the Board after consultation with outside legal counsel, the failure to so disclose would be inconsistent with its fiduciary obligations to stockholders under applicable law; and provided, further, that, prior to the time at which Acquisition Sub shall have accepted Shares for payment pursuant to the Offer and to the extent that the Board determines in good faith (after consultation with outside legal counsel) that not to do so would be inconsistent with its fiduciary duties to stockholders under applicable law, (y) the Board on behalf of the Company may, in response to an unsolicited bona fide written Acquisition Proposal (as hereinafter defined), make such inquiries of the Third Party (as hereinafter defined) making such unsolicited bona fide written Acquisition Proposal as may be necessary to inform itself of the particulars of the Acquisition Proposal and, if the Board reasonably believes that such Acquisition Proposal may constitute a Superior Proposal (as hereinafter defined), furnish information or data (including, without limitation, confidential information or data) relating to the Company or its subsidiaries to, and participate in negotiations with, the Third Party (as hereinafter defined) making such unsolicited bona fide written Acquisition Proposal and (z) following receipt of a Superior Proposal (as hereinafter defined), the Board may withdraw or modify its recommendation relating to the Offer or the Merger if the Board determines in good faith after consultation with outside legal counsel that failure to take such action would be inconsistent with its fiduciary duties to stockholders under applicable law. Subject to the Company's right to terminate this Agreement pursuant to Section 8.1(f), nothing in this Agreement and no action taken by the Stockholder Board pursuant to this Section 5.2 will permit the Company to enter into any agreement or undertaking providing for any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such transaction contemplated by an Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage for so long as this Agreement remains in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiryeffect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Duff & Phelps Credit Rating Co), Agreement and Plan of Merger (Duff & Phelps Credit Rating Co), Agreement and Plan of Merger (Fsa Acquisition Corp)
No Solicitation; Acquisition Proposals. (a) Stockholder Except as otherwise expressly provided in this Section 7.4, from and after the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, neither the Company nor its Subsidiaries shall, nor shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause the Company or any of its other Affiliates Subsidiaries authorize or Persons acting on its or permit any of their behalf (including employees, investment bankers, attorneys, accountants or other agents, "Representatives") not Representatives to, directly or indirectly, : (Ai) solicit, initiate, endorse or knowingly encourage initiate or knowingly facilitate or encourage the submission or announcement of any inquiry, discussion, offer, proposal or request from any Person (other than Parent) that could constitute, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) engage in or enter into, continue or otherwise participate in any discussions or negotiations in connection with an Acquisition Proposal or Acquisition Inquiry any inquiry, discussion, offer, proposal or any proposals or offers request that constitute or would could reasonably be expected to lead to an Acquisition Proposal, (Biii) furnish or disclose any non-public information regarding relating to the Company and its Subsidiaries or afford access to the Company’s and its Subsidiaries’ officers, employees, agents, properties, books, contracts and records to any Person third party (and its Representatives) (other than to Parent, Merger Sub or any designees of Parent or Merger Sub) in connection with, or in response to, with an Acquisition Proposal or any inquiry, discussion, offer, proposal or request that could reasonably be expected to lead to an Acquisition InquiryProposal, (Civ) engage in otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposal; or (v) approve, endorse or recommend any transaction under, or any person becoming an “interested stockholder” under, Section 203 of the DGCL. The Company shall immediately cease, and cause its Representatives to immediately cease, any and all existing activities, discussions or negotiations with any Person parties conducted heretofore with respect to any of the foregoing. The Company shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to any Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all confidential information, documents and materials relating to an Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the CompanyCompany or its businesses, operations or affairs heretofore furnished by the Stockholder Company or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person and immediately terminate any “data room” or similar access of such Persons and their Representatives. For purposes of this Section 6.2(a) 7.4, the term “Person” means any Person other than, with respect to the Company, Parent or any Subsidiaries of Parent and, with respect to Parent, the Company. Any violation of the Merger Agreement. Stockholder shall, and restrictions of this Section 7.4 by any Representative of the Company or any of its Subsidiaries shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquirydeemed a breach of this Section 7.4 by the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wageworks, Inc.), Agreement and Plan of Merger (Healthequity, Inc.)
No Solicitation; Acquisition Proposals. From the date of this Agreement until the Closing Date or until this Agreement is terminated as provided in Article VIII, Sellers will not directly or indirectly (ai) Stockholder shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates solicit or Persons acting on its or their behalf initiate (including employees, investment bankers, attorneys, accountants by way of furnishing any information) discussions with or other agents, "Representatives"(ii) not to, directly enter into negotiations or indirectly, (A) solicit, initiate, endorse or knowingly encourage or knowingly facilitate the submission or announcement of any Acquisition Proposal or Acquisition Inquiry or any proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection agreements with, or in response furnish any information to, any corporation, partnership, person or other entity or group (other than Buyers, an affiliate of Buyers or their authorized representatives pursuant to this Agreement) concerning any proposal for a merger, sale of substantial assets, sale of shares of stock or securities or other takeover or business combination transaction (an "Acquisition Proposal or Acquisition InquiryTransaction") involving the Business; and Sellers will instruct their officers, (C) engage in discussions or negotiations with directors, advisors and other financial and legal representatives and consultants not to take any Person with respect action contrary to any Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter the foregoing provisions of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposalthis sentence; provided, however, that in each of the actions prohibited by the foregoing clauses (A)-(D), i) and (ii) shall be subject to any action taken by the Boards of Directors of Sellers in the event exercise of their good faith judgment as to their fiduciary duties to their respective stockholders, which judgment is based upon the advice of independent counsel that a Third Party submits an unsolicited bona fide written Acquisition Proposal failure of the Boards of Directors to the Companytake such action would be likely to constitute a breach of their fiduciary duties to their respective stockholders. Sellers will notify Buyers promptly in writing if Sellers become aware that any inquiries or proposals are received by, the Stockholder any information is requested from, or any negotiations or discussions are sought to be initiated with Sellers with respect to an Acquisition Transaction and will immediately after receipt provide to Buyers a copy of its Representatives shall not be prohibited from participating any letter, proposal or other document in which any proposal for an Acquisition Transaction is made or expressed. Sellers will immediately cease any existing activities, discussions or negotiations with any third parties which may have been conducted on or prior to the date hereof with respect to a possible tender an Acquisition Transaction and supportshall direct and use reasonable efforts to cause their officers, voting or similar agreement in connection with such Acquisition Proposal if advisors and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may not to engage in any such activities, discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquirynegotiations.
Appears in 2 contracts
Samples: Asset Purchase Agreement (GHS Inc), Asset Purchase Agreement (Health Management Systems Inc)
No Solicitation; Acquisition Proposals. (a) Stockholder From the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, (1) the Company shall, and the Company shall cause its and its Subsidiaries' respective Representatives to, immediately cease and terminate any existing solicitation, initiation, knowing encouragement, discussion or negotiation with any Third Party conducted heretofore by the Company, its Subsidiaries or their respective Representatives with respect to any Acquisition Proposal and (2) the Company shall not, and the Company shall cause each of its controlled Affiliates, and its and their Subsidiaries' respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "Representatives") Representatives not to, directly or indirectly, (Ai) solicit, initiate, endorse initiate or knowingly encourage (including by way of furnishing non-public information), or knowingly facilitate take any other action to facilitate, any inquiries or the making or submission or announcement of any Acquisition Proposal proposal that constitutes, or Acquisition Inquiry or any proposals or offers that constitute or would may reasonably be expected to lead to an to, any Acquisition Proposal, ; (Bii) furnish or disclose enter into any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person agreement with respect to any Acquisition Proposal or Acquisition Inquiryenter into any agreement requiring the Company to abandon, terminate or (D) approve, recommend or enter into, any letter fail to consummate the acquisition of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal Shares pursuant to the Company, Offer or the Stockholder Merger; (iii) participate or any of its Representatives shall not be prohibited from participating engage in any discussions or negotiations with respect with, or disclose or provide any non-public information or data relating to a possible tender and supportthe Company or its Subsidiaries to any Third Party relating to an Acquisition Proposal (except as required by legal process), voting or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal; or (iv) enter into any letter of intent, agreement or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person document relating to any Acquisition Proposal or Acquisition InquiryProposal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Williams Companies Inc)
No Solicitation; Acquisition Proposals. (a) Stockholder shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "“Representatives"”) not to, directly or indirectly, (A) solicit, initiate, endorse or knowingly encourage or knowingly facilitate the submission or announcement of any Acquisition Proposal or Acquisition Inquiry or any proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal A) through (D) other than as permitted pursuant to the Company, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiry. It is understood that this Agreement limits the rights of Stockholder only to the extent that Stockholder is acting in Stockholder’s capacity as a stockholder of the Company, and nothing herein shall be construed as preventing Stockholder or any of its Affiliates acting in its capacity as an officer or director of the Company, or as a trustee or fiduciary of any employee benefit plan or trust, from fulfilling the obligations of such office (including, subject to the limitation contained in Section 2.3 and Section 6.2 of the Merger Agreement, the performance of obligations required by the fiduciary obligations of Stockholder acting solely in its capacity as an officer or director, trustee or fiduciary) and no action taken solely in any such capacity as an officer or director of the Company shall be deemed to constitute a breach of this Agreement; and it is further understood that notwithstanding anything to the contrary provided in this Agreement (but subject to the immediately following proviso), in the event that a Third Party submits an unsolicited bona fide Acquisition Proposal to the Company, the Stockholder or any of its Affiliates or Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if the Company and its representatives are permitted to engage in discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with Section 6.2(a) of the Merger Agreement; provided, further, that in no event shall the Stockholder take any action in clause (D) above prior to the termination of the Agreement.
Appears in 2 contracts
Samples: Form of Support Agreement (Hershey Co), Form of Support Agreement (Amplify Snack Brands, INC)
No Solicitation; Acquisition Proposals. (a) Stockholder The Company shall not, and nor shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause it permit any of its other Affiliates subsidiaries to, nor shall it authorize or Persons acting on permit any officer, director or representative or agent of the Company or any of its subsidiaries (including, without limitation, any investment banker, financial advisor, attorney or their behalf (including employees, investment bankers, attorneys, accountants accountant retained by the Company or other agents, "Representatives"any of its subsidiaries) not to, directly or indirectly, (Ai) solicit, initiate, endorse initiate or knowingly encourage (including by way of furnishing information or knowingly assistance), or take any other action to facilitate the submission or announcement initiation of any inquiries or proposals regarding an Acquisition Proposal (as hereinafter defined), (ii) engage in negotiations or Acquisition Inquiry discussions concerning, or provide any proposals or offers that constitute or would reasonably be expected nonpublic information to lead to an any person relating to, any Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (Diii) approve, agree to approve or recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that nothing contained in each of this Section 4.3 shall prohibit the foregoing clauses (A)-(D)Company or the Board from taking and disclosing to stockholders a position contemplated by Rule 14e-2 promulgated under the Exchange Act or from making any disclosure to the Company's stockholders if, in the event good faith reasonable judgment of the Board after consultation with independent counsel, the failure to so disclose would be inconsistent with its fiduciary obligations to stockholders under applicable law; and provided, further, that, prior to the Stockholders Meeting and to the extent that the Board determines in good faith (after consultation with independent counsel) that not to do so would be inconsistent with its fiduciary duties to stockholders under applicable law, (y) the Board on behalf of the Company may upon the bona fide unsolicited request of a Third Party submits (as hereinafter defined) furnish information or data (including, without limitation, confidential information or data) relating to the Company or its subsidiaries for the purposes of an Acquisition Proposal and participate in negotiations with a person making an unsolicited bona fide written Acquisition Proposal to the Companyand (z) following receipt of a Superior Proposal (as hereinafter defined), the Stockholder Board may withdraw or modify its recommendation relating to this Agreement or the Merger if the Board determines in good faith after consultation with outside legal counsel that failure to take such action would be inconsistent with its fiduciary duties to stockholders under applicable law; provided, however, that neither the Company nor the Board may (a) withdraw, modify or change its recommendation relating to this Agreement, (b) approve or recommend a Superior Proposal or (c) terminate this Agreement, unless prior to taking any of its Representatives shall not be prohibited from participating the actions referred to in any discussions clauses (a), (b) or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, (c) the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance has complied with the terms of Section 6.2(a7.1(g) of herein. Subject to the Merger Agreement. Stockholder shallCompany's right to terminate this Agreement pursuant to Section 7.1(f), nothing in this Agreement and shall cause its Representatives to, immediately cease and cause no action taken by the Board pursuant to be terminated this Section 4.3 will permit the Company to enter into any existing solicitation of, agreement or discussions or negotiations with, undertaking providing for any Person relating to any transaction contemplated by an Acquisition Proposal or Acquisition Inquiryfor so long as this Agreement remains in effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Meristar Hotels & Resorts Inc), Agreement and Plan of Merger (Bridgestreet Accommodations Inc)
No Solicitation; Acquisition Proposals. (a) Stockholder Company -------------------------------------- shall not, and nor shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause it permit any of its other Affiliates Subsidiaries to, nor shall it authorize (and shall use its best efforts not to permit) any officer, director or Persons acting on its employee of, or their behalf (including employeesany investment banker, investment bankers, attorneys, accountants attorney or other agentsadvisor or representative of, "Representatives"Company or any of its Subsidiaries to, (i) not tosolicit or initiate, or intentionally encourage, directly or indirectly, any inquiries relating to, or the submission of, any Acquisition Proposal, (Aii) solicitparticipate in any discussions or negotiations regarding any Acquisition Proposal, initiateor, endorse in connection with any Acquisition Proposal, furnish to any Person any information or knowingly encourage data with respect to or access to the properties of Company or any of its Subsidiaries, or take any other action, to knowingly facilitate the submission or announcement making of any Acquisition Proposal proposal that constitutes, or Acquisition Inquiry or any proposals or offers that constitute or would may reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an any Acquisition Proposal or Acquisition Inquiry, (Ciii) engage in discussions or negotiations with enter into any Person agreement with respect to any Acquisition Proposal or Acquisition Inquiry, approve or (D) approve, recommend or enter into, resolve to approve any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, howeverthat nothing contained in this Section 6.5 or any other provision hereof shall prohibit Company or Company's Board of Directors from (i) taking and disclosing to Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act, that in each of the foregoing clauses or (A)-(D)ii) making such disclosure to Company's stockholders as, in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal good faith judgment of Company's Board of Directors, after consultation with outside counsel, is required under, or is necessary to comply with, applicable law, provided that Company may not, except as permitted by Section 6.5(b), withdraw or modify, or propose to withdraw or modify, its position with respect to the CompanyOffer or the Merger or approve or recommend, the Stockholder or propose to approve or recommend any Acquisition Proposal, or enter into any agreement with respect to any Acquisition Proposal. Upon execution of its Representatives shall not be prohibited from participating in this Agreement, Company will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to a possible tender any of the foregoing. Notwithstanding the foregoing, prior to the time of acceptance of Shares for payment pursuant to the Offer, Company may furnish information concerning its and/or its Subsidiaries' business, properties or assets to any person or group and support, voting or similar agreement may negotiate and participate in connection discussions and negotiations with such Acquisition Proposal if and only if, and following the Company’s receipt of such person or group concerning an Acquisition Proposal, provided that such person or group shall have entered into a confidentiality agreement, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response confidentiality provisions of which shall be no more favorable to such Acquisition Proposal pursuant to and third party than those provided for in accordance with the terms of Section 6.2(aLetter Agreement, if: (x) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, such Person or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiry.group has submitted a Superior Proposal; and
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interlink Computer Sciences Inc), Agreement and Plan of Merger (Sterling Software Inc)
No Solicitation; Acquisition Proposals. (a) Stockholder Until the termination of this Agreement in accordance with Section 8.1, Company shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause authorize or permit any of its other Affiliates Subsidiaries, or Persons acting on any of its or their behalf affiliates, officers, directors, employees, agents or representatives (including employeeswithout limitation any investment banker, investment bankersfinancial advisor, attorneysattorney or accountant retained by Company or any of its Subsidiaries), accountants or other agents, "Representatives") not to, directly or indirectly, (A) solicit, initiate, endorse solicit or knowingly encourage (including by way of furnishing information or knowingly facilitate assistance), or take any other action to facilitate, any inquiries, any expression of interest or the submission or announcement making of any Acquisition Proposal proposal that constitutes, or Acquisition Inquiry or any proposals or offers that constitute or would may reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal (as hereinafter defined), or Acquisition Inquiry, (C) engage in enter into or maintain or continue discussions or negotiations negotiate with any Person with respect person in furtherance of such inquiries or to any obtain an Acquisition Proposal or Acquisition Inquiry, agree to or (D) approve, recommend or enter into, endorse any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that nothing in each this Agreement shall prohibit the Board of the foregoing clauses Directors of Company from (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(aA) of the Merger Agreement. Stockholder shall, and shall cause its Representatives furnishing information to, immediately cease and cause to be terminated any existing solicitation ofor entering into, maintaining or continuing discussions or negotiations with, any Person person that makes an unsolicited Acquisition Proposal after the date hereof or (B) recommending an Acquisition Proposal to the shareholders of Company, if, and to the extent that, the Board of Directors of Company, (i) determines in good faith that such Acquisition Proposal would constitute a Superior Proposal (as hereinafter defined) and (ii) determines in good faith (after consultation with outside legal counsel) that such action is necessary for the Board of Directors of Company to comply with its fiduciary duties under applicable Law, and, prior to furnishing any non- public information to such person, Company receives from such person an executed confidentiality agreement with provisions no less favorable to Company than the letter agreement relating to the furnishing of confidential information of Company to Parent referred to in the last sentence of Section 6.3. Company shall promptly (and, in any event within 24 hours) notify Parent after receipt of any Acquisition Proposal or any request for information relating to Company or any of its Subsidiaries or for access to the properties, books or records of Company or any of its Subsidiaries by any person who has informed Company that such person is considering making, or has made, an Acquisition InquiryProposal, and Company shall keep Parent informed in reasonable detail of the status and details of any such Acquisition Proposal.
Appears in 1 contract
No Solicitation; Acquisition Proposals. (a) Stockholder shall notExcept as expressly permitted by this Section 7.3, neither Cowboy nor Frontier shall, and Cowboy shall cause each of its controlled Affiliatesthe Cowboy Subsidiaries and Frontier shall cause each of the Frontier Subsidiaries not to, and shall instruct and use its reasonable best efforts to cause its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "Representatives") Representatives not to, directly or indirectly, (Ai) solicit, initiate, endorse initiate or knowingly encourage or knowingly facilitate any inquiry, proposal or offer with respect to, or the submission announcement, making or announcement of completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Cowboy, Frontier or their respective Representatives) any non-public information or data in furtherance of, any Acquisition Proposal or Acquisition Inquiry any inquiry, proposal or any proposals or offers offer that constitute or would is reasonably be expected likely to lead to an any Acquisition Proposal, (Biii) furnish enter into any definitive acquisition agreement, merger agreement, share exchange agreement, consolidation agreement, option agreement, joint venture agreement or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, partnership agreement (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, including any letter of intent or similar documentagreement in principle) (each, an “Alternative Acquisition Agreement”) relating to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement pursuant to this Section 7.3(a)), (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or commitmentany Takeover Statute or (v) agree, approve, recommend or agreement in principle (whether written or oral, binding or nonbinding) with respect propose to an Acquisition Proposal; provided, however, that in each do any of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or any foregoing. Each of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender Frontier and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder Cowboy shall, and shall cause each of the Frontier Subsidiaries and the Cowboy Subsidiaries, respectively, and shall use its reasonable best efforts to cause its and their Representatives to, (A) immediately cease and cause to be terminated all existing negotiations with any existing solicitation ofPerson and its Representatives (other than the Parties or any of their Representatives) conducted heretofore with respect to any Acquisition Proposal, (B) enforce any confidentiality or standstill or provisions of similar effect to which Frontier or Cowboy, as applicable, or discussions any of their subsidiaries is a party or negotiations withof which Frontier or Cowboy, as applicable, or any of their subsidiaries is a beneficiary with regards to any Acquisition Proposal, and (C) request the prompt return or destruction, to the extent permitted by any confidentiality agreement, of all non-public information or data previously furnished to any such Person relating and its Representatives with respect to any Acquisition Proposal and immediately terminate all physical and electronic data room access previously granted to any such Person, its subsidiaries or any of their respective Representatives with respect to any Acquisition InquiryProposal. Notwithstanding the foregoing, if, at any time following the date of this Agreement and prior to obtaining the Frontier Stockholder Approval or the Cowboy Shareholder Approval, as applicable, (1) Frontier or Cowboy, as applicable, receives a written Acquisition Proposal that was not the result of a violation of this Section 7.3(a) and (2) the Frontier Board or the Cowboy Board, as applicable, determines in good faith (after consultation with outside counsel and a financial advisor) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and determines in good faith (after consultation with outside counsel) that its failure to take such action would be inconsistent with its fiduciary duties under applicable Law, then such Party may (and may authorize its Subsidiaries and its Representatives to), after notifying the other Party of such determination, (x) furnish non-public information or data with respect to itself and its subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to an Acceptable Confidentiality Agreement; provided, that (i) any non-public information or data provided to any such Person given such access shall have previously been provided to the other Party or shall be provided (to the extent permitted by applicable Law) to the other Party prior to or substantially concurrently with the time it is provided to such Person and (ii) no non-public information or data with respect to the other Party shall be provided to any such Person, and (y) participate in discussions and negotiations with the Person making such Acquisition Proposal (and such Person’s Representatives) regarding such Acquisition Proposal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cash America International Inc)
No Solicitation; Acquisition Proposals. (a) Stockholder During the period from and including the date of this Agreement to and including the Effective Time, Company shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause authorize or permit any of its other Affiliates Subsidiaries, or Persons acting on any of its or their behalf affiliates, officers, directors, employees, agents or representatives (including employeeswithout limitation any investment banker, investment bankersfinancial advisor, attorneysattorney or accountant retained by Company or any of its Subsidiaries), accountants or other agents, "Representatives") not to, directly or indirectly, (A) solicit, initiate, endorse solicit or knowingly encourage (including by way of furnishing information or knowingly facilitate the submission assistance), or announcement of take any other action to facilitate, any Acquisition Proposal or Acquisition Inquiry or any proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person as defined in connection withSection 6.5(d)), or in response to, an Acquisition Proposal enter into or Acquisition Inquiry, (C) engage in maintain or continue discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiryperson in furtherance of, or (D) approve, recommend agree to, endorse or enter intorecommend, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that nothing in each this Agreement shall prohibit the Board of the foregoing clauses (A)-(D)Directors of Company, in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal prior to the time at which this Agreement shall have been adopted by Company's stockholders, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives furnishing information to, immediately cease and cause to be terminated any existing solicitation ofor entering into, maintaining or continuing discussions or negotiations with, any Person person that makes a bona fide written Acquisition Proposal after the date hereof under circumstances not involving any breach of the provisions of this Section 6.5(a) if, and to the extent that, (i) the Board of Directors of Company, after consultation with and based upon the advice of independent legal counsel, determines in good faith that the failure to take such action would constitute a breach by the Board of Directors of Company of its fiduciary duties to Company's stockholders under applicable law and (ii) prior to furnishing any non-public information to such person, Company receives from such person an executed confidentiality agreement with provisions no less favorable to Company than the letter agreement relating to the furnishing of confidential information of Company to Parent referred to in the last sentence of Section 6.2. Company shall promptly (and, in any event within 24 hours) notify Parent after receipt of any Acquisition Proposal or any request for information relating to Company or any of its Subsidiaries or for access to the properties, books or records of Company or any of its Subsidiaries by any person who has informed Company that such person is considering making, or has made, an Acquisition InquiryProposal (which notice shall identify the person making, or considering making, such Acquisition Proposal and shall set forth the material terms of any Acquisition Proposal received), and Company shall keep Parent informed in reasonable detail of the terms, status and other pertinent details of any such Acquisition Proposal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Louisiana Pacific Corp)
No Solicitation; Acquisition Proposals. (a) Stockholder From the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, (1) the Company shall, and the Company shall cause its and its subsidiaries' respective Representatives to, immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any Third Party conducted heretofore by the Company, its subsidiaries or their respective Representatives with respect to any Acquisition Proposal and (2) the Company shall not, and the Company shall cause each of its controlled Affiliates, and its and their subsidiaries' respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "Representatives") Representatives not to, directly or indirectly, (Ai) solicit, initiate, endorse initiate or knowingly encourage (including by way of furnishing information), or knowingly facilitate take any other action to facilitate, any inquiries or the making or submission or announcement of any Acquisition Proposal proposal that constitutes, or Acquisition Inquiry or any proposals or offers that constitute or would may reasonably be expected to lead to an to, any Acquisition Proposal; (ii) enter into any agreement, (B) furnish arrangement or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person understanding with respect to any Acquisition Proposal or Acquisition Inquiryenter into any agreement, arrangement or understanding requiring the Company to abandon, terminate or fail to consummate the exchange of Company Shares pursuant to the Offer or the Merger or any other transaction contemplated by this Agreement; (iii) participate or engage in any discussions or negotiations with, or disclose or provide any non-public information or data relating to the Company or its subsidiaries or afford access to the properties, books or records or employees of the Company or its subsidiaries to, any Third Party relating to an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal; or (Div) approve, recommend or enter into, into any letter of intent or similar documentdocument or any contract, agreement or commitment, commitment contemplating or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person otherwise relating to any Acquisition Proposal or Acquisition InquiryProposal.
Appears in 1 contract
No Solicitation; Acquisition Proposals. (a) Stockholder Except as otherwise expressly provided in this Section 7.4, from and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, neither the Company nor its Subsidiary shall, nor shall not, and shall cause each of the Company or its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause Subsidiary authorize or permit any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "Representatives") not Representatives to, directly or indirectly, : (Ai) solicit, initiate, endorse or knowingly encourage initiate or knowingly facilitate or encourage the submission or announcement of any inquiry, discussion, offer, proposal or request from any Person (other than Parent) that could constitute, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) grant any waiver under any confidentiality, “standstill” or similar obligation of any third party with respect to the Company or its Subsidiary, (iii) engage in or enter into, continue or otherwise participate in any discussions or negotiations in connection with an Acquisition Proposal or Acquisition Inquiry any inquiry, discussion, offer, proposal or any proposals or offers request that constitute or would could reasonably be expected to lead to an Acquisition Proposal, (Biv) furnish or disclose any non-public information regarding relating to the Company and its Subsidiary or afford access to the Company’s and its Subsidiary’s officers, employees, agents, properties, books, contracts and records to any Person third party (and its Representatives) in connection with, or in response to, with an Acquisition Proposal or any inquiry, discussion, offer, proposal or request that could reasonably be expected to lead to an Acquisition InquiryProposal, (Cv) engage in otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposal or (vi) approve any transaction under, or any person becoming an “interested stockholder” under, Section 203 of the DGCL. The Company shall immediately cease, and cause its Representatives to immediately cease, any and all existing activities, discussions or negotiations with any Person parties conducted heretofore with respect to any of the foregoing. The Company shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to any Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all confidential information, documents and materials relating to an Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the CompanyCompany or its businesses, operations or affairs heretofore furnished by the Stockholder Company or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person and immediately terminate any “data room” or similar access of such Persons and their Representatives. For purposes of this Section 6.2(a) of 7.4, the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, term “Person” means any Person relating other than, with respect to the Company, Parent or any Acquisition Proposal or Acquisition InquirySubsidiaries of Parent and, with respect to Parent, the Company.
Appears in 1 contract
No Solicitation; Acquisition Proposals. Between the date hereof and the Closing (a) Stockholder or earlier termination of this Agreement pursuant to ARTICLE IX), each of Sellers and the Companies shall not, and shall cause each of its controlled the Companies’ and the SSN Subsidiaries’ respective Affiliates, directors, employees, agents and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf representatives (including employeesany investment banker, investment bankersfinancial advisor, attorneysattorney or accountant retained by Sellers, accountants a Company or other agents, "Representatives"any SSN Subsidiary) not toto not, directly or indirectly, initiate, solicit or knowingly encourage any Acquisition Proposal, or furnish any information to any other Person with respect to, or agree to, any Acquisition Proposal. Between the date hereof and the Closing (Aor earlier termination of this Agreement pursuant to Article IX), each Seller other than those listed in the preceding sentence shall not, and shall cause such Seller's Affiliates and their respective directors, employees, agents and representatives (including any investment banker, financial advisor, attorney or accountant retained by such Seller) solicitto not, directly or indirectly, initiate, endorse solicit or knowingly encourage any Acquisition Proposal, or knowingly facilitate the submission furnish any information to any other Person with respect to, or announcement agree to, any Acquisition Proposal. Each Seller shall promptly notify LTFS after receipt of any Acquisition Proposal or Acquisition Inquiry any request for information relating to a Company or any proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to SSN Subsidiary by any Person in connection withwho has informed such Seller that such Person is considering making, or in response tohas made, an Acquisition Proposal (which notice shall identify the Person making, or considering making, such Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to Proposal and shall set forth the material terms of any Acquisition Proposal or Acquisition Inquiryreceived), or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement and each Seller shall keep LTFS informed in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each reasonable detail of the foregoing clauses (A)-(D)terms, in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or status and other pertinent details of any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiryrequest.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ladenburg Thalmann Financial Services Inc)
No Solicitation; Acquisition Proposals. (a) Stockholder During the period from and including the date of this Agreement to and including the Effective Time, Company shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause authorize or permit any of its other Affiliates Subsidiaries, or Persons acting on any of its or their behalf affiliates, officers, directors, employees, agents or represen tatives (including employeeswithout limitation any investment banker, investment bankersfinancial advisor, attorneysattorney or accountant retained by Company or any of its Subsidiaries), accountants or other agents, "Representatives") not to, directly or indirectly, (A) solicit, initiate, endorse solicit or knowingly encourage (including by way of furnishing information or knowingly facilitate assistance), or take any other action to facilitate, any inquiries, any expression of interest or the submission or announcement making of any Acquisition Proposal proposal that constitutes, or Acquisition Inquiry or any proposals or offers that constitute or would may reasonably be expected to lead to to, an Acquisition Proposal, (B) furnish or disclose enter into or maintain or continue discussions or negotiate with any information regarding the Company person in furtherance of such inquiries or to any Person in connection with, or in response to, obtain an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions agree to or negotiations with endorse any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that nothing in each this Agreement shall prohibit the Board of the foregoing clauses (A)-(D)Directors of Company, in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal prior to the time at which this Agreement shall have been adopted by Company's stockholders, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives furnishing information to, immediately cease and cause to be terminated any existing solicitation ofor entering into, maintaining or continuing discussions or negotiations with, any Person person that makes an unsolicited, bona fide written Acquisition Proposal after the date hereof if, and to the extent that, the Board of Directors of Company, after consultation with and based upon the advice of independent legal counsel, determines in good faith that (i) such Acquisition Proposal would be more favorable to Company's stockholders than the Merger, and (ii) the failure to take such action would result in a breach by the Board of Directors of Company of its fiduciary duties to Company's stockholders under applicable law, and, prior to furnishing any non-public information to such person, Company receives from such person an executed confidentiality agreement with provisions generally comparable to the letter agreement relating to the furnishing of confidential information of Company to Parent referred to in the last sentence of Section 6.4. Company shall promptly (and, in any event within 24 hours) notify Parent after receipt of any Acquisition Proposal or any request for information relating to Company or any of its Subsidiaries or for access to the properties, books or records of Company or any of its Subsidiaries by any person who has informed Company that such person is considering making, or has made, an Acquisition InquiryProposal (which notice shall identify the person making, or considering making, such Acquisition Proposal and shall set forth, to the extent then known, the material terms of any Acquisition Proposal received), and Company shall keep Parent informed in reasonable detail of the terms, status and other pertinent details of any such Acquisition Proposal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sterling Software Inc)
No Solicitation; Acquisition Proposals. (a) Stockholder shall notExcept as expressly permitted by the merger agreement, and shall cause each from May 11, 2021 until the effective time or, if earlier, the valid termination of the merger agreement in accordance with its controlled Affiliatesterms, Ferro and its and their respective officers and directors (if applicable) representatives will not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "Representatives") not to, directly or indirectly: • initiate, (A) solicit, initiatepropose, endorse knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly encourage take any action to facilitate any inquiry, proposals or knowingly facilitate offers regarding, or the submission making or announcement of completion of, any Acquisition Proposal or Acquisition Inquiry any inquiry or any proposals or offers proposal that constitute or would reasonably be expected to lead to an Acquisition Proposal; • engage in, continue or otherwise participate in any discussions with or negotiations relating to, any Acquisition Proposal (Bother than to state that the terms of this provision prohibit such discussions or negotiations) furnish or disclose providing or causing to be provided any non-public information regarding the Company or data relating to Ferro or any Person of its subsidiaries in connection with, or in response to, with an Acquisition Proposal or any inquiry or proposal that would reasonably be expected to lead to an Acquisition InquiryProposal; • approve, (C) engage in discussions endorse or negotiations with any Person with respect recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal Proposal; or Acquisition Inquiry• negotiate, or (D) approve, recommend execute or enter into, any letter of intent or similar documentmerger agreement, acquisition agreement or commitmentother similar definitive agreement for any Acquisition Proposal (other than an acceptable confidentiality agreement (as defined in the merger agreement)); provided that it is understood and agreed that any permitted determination or action by the Board shall not be deemed to be a breach or violation of, or give Prince a right to terminate, the merger agreement. Notwithstanding anything to the contrary in the merger agreement, Ferro or its Board may: • comply with its disclosure obligations under applicable law or the rules and policies of the NYSE, from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to shareholders in connection with the making or amendment of a tender offer or exchange offer), make a “stop-look-and-listen” communication to the shareholders of Ferro pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to the shareholders of Ferro) or, after consulting with outside legal counsel, make any legally required disclosure to shareholders with regard to the transactions contemplated by the merger agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that the Board may not make a Change of Recommendation except to the extent otherwise permitted by the merger agreement. • prior to (but not after) obtaining the Company Requisite Vote: • contact and engage in each any communications or discussions with any person or group of the foregoing clauses (A)-(D), in the event persons and their respective representatives who has made a Third Party submits an unsolicited bona fide written Acquisition Proposal to after May 11, 2021 that was not solicited in breach (other than an unintentional or de minimis breach) of the Companymerger agreement, solely for the Stockholder or any purpose of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with clarifying such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiry.thereof;
Appears in 1 contract
Samples: materials.proxyvote.com
No Solicitation; Acquisition Proposals. (a) Stockholder During the period from and including the date of this Agreement to and including the Effective Time, Company shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause authorize or permit any of its other Affiliates affiliates, officers, directors, employees, agents or Persons acting on its or their behalf representatives (including employeeswithout limitation any investment banker, investment bankersfinancial advisor, attorneysattorney or accountant retained by Company), accountants or other agents, "Representatives") not to, directly or indirectly, (A) solicit, initiate, endorse solicit or knowingly encourage (including by way of furnishing information or knowingly facilitate assistance), or take any other action to facilitate, any inquiries, any expression of interest or the submission or announcement making of any Acquisition Proposal proposal that constitutes, or Acquisition Inquiry or any proposals or offers that constitute or would may reasonably be expected to lead to to, an Acquisition Proposal, (B) furnish or disclose enter into or maintain or continue discussions or negotiate with any information regarding the Company person in furtherance of such inquiries or to any Person in connection with, or in response to, obtain an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions agree to or negotiations with endorse any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that nothing in each this Agreement shall prohibit the Board of the foregoing clauses (A)-(D)Directors of Company, in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal prior to the time at which this Agreement shall have been approved by Company's stockholders, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives furnishing information to, immediately cease and cause to be terminated any existing solicitation ofor entering into, maintaining or continuing discussions or negotiations with, any Person person that makes an unsolicited, bona fide written Acquisition Proposal after the date hereof if, and to the extent that, the Board of Directors of Company, after consultation with and based upon the advice of independent legal counsel, determines in good faith that (i) such Acquisition Proposal would be more favorable to Company's stockholders than the Merger, and (ii) the failure to take such action would result in a breach by the Board of Directors of Company of its fiduciary duties to Company's stockholders under applicable law, and, prior to furnishing any non-public information to such person, Company receives from such person an executed confidentiality agreement with provisions no less favorable to Company than the letter agreement relating to the furnishing of confidential information of Company to Parent referred to in the last sentence of Section 6.3. Company shall promptly (and, in any event within 24 hours) notify Parent after receipt of any Acquisition Proposal or any request for information relating to Company for access to the properties, books or records of Company by any person who has informed Company that such person is considering making, or has made, an Acquisition InquiryProposal (which notice shall identify the person making, or considering making, such Acquisition Proposal and shall set forth the material terms of any Acquisition Proposal received), and Company shall keep Parent informed in reasonable detail of the terms, status and other pertinent details of any such Acquisition Proposal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sterling Software Inc)
No Solicitation; Acquisition Proposals. (a) Stockholder Subject to the other provisions of this Section 6.5, during the Interim Period, neither the Company nor Parent shall, and each of the Company and Parent shall cause each of their respective Subsidiaries, and its and their officers and directors, managers or equivalent not to, and shall use its reasonable best efforts to cause any other Representatives of itself or its Subsidiaries not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal (provided that for purposes of this Section 6.5(a), the references in the definition of “Acquisition Proposal” to “twenty percent (20%)” shall be deemed to be “five percent (5%)” (an “Inquiry”)), (ii) engage in any discussions or negotiations regarding, or furnish to any Third Party any nonpublic information in connection with, or otherwise cooperate in any way with, or knowingly facilitate in any way any effort by, any Third Party in connection with, any Acquisition Proposal or Inquiry, (iii) approve or recommend an Acquisition Proposal, (iv) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.5) providing for or relating to an Acquisition Proposal (an “Alternative Acquisition Agreement”), or (v) propose or agree to do any of the foregoing. For the avoidance of doubt, the Company shall not, and shall cause each of its controlled Affiliatesthe Company Subsidiaries, and its and their respective officers and directors (if applicable) directors, managers or equivalent not to, and will instruct and shall use commercially its reasonable best efforts to cause any other Representatives of its other Affiliates the Company or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "Representatives") the Company Subsidiaries not to, directly or indirectly, (A) solicit, initiate, endorse or knowingly encourage or knowingly facilitate the submission or announcement of any Acquisition Proposal or Acquisition Inquiry or any proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person activity of the foregoing clauses (i)-(v) with respect to any Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, Inquiry that in each of the foregoing clauses (A)-(D), in the event a was made by any Third Party submits an unsolicited bona fide written Acquisition Proposal prior to the Company, the Stockholder or any date of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger this Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiry.
Appears in 1 contract
No Solicitation; Acquisition Proposals. (a) Stockholder shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "“Representatives"”) not to, directly or indirectly, (A) solicit, initiate, endorse or knowingly encourage or knowingly facilitate the submission or announcement making of any Acquisition Proposal or Acquisition Inquiry or any proposals or offers that constitute or would reasonably be expected likely to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition InquiryProposal, (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition InquiryProposal, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal A) through (D) other than as permitted pursuant to the Company, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal. It is understood that this Agreement limits the rights of Stockholder only to the extent that Stockholder is acting in Stockholder’s capacity as a stockholder of the Company, and nothing herein shall be construed as preventing Stockholder or any of its Affiliates acting in its capacity as an officer or director of the Company, or as a trustee or fiduciary of any employee benefit plan or trust, from fulfilling the obligations of such office (including, subject to the limitation contained in Section 2.2 and Section 8.2 of the Merger Agreement, the performance of obligations required by the fiduciary obligations of Stockholder acting solely in its capacity as an officer or director, trustee or fiduciary) and no action taken solely in any such capacity as an officer or director of the Company shall be deemed to constitute a breach of this Agreement; and it is further understood that notwithstanding anything to the contrary provided in this Agreement (but subject to the immediately following proviso), in the event that a Third Party submits an unsolicited bona fide Acquisition Proposal to the Company, the Stockholder or any of its Affiliates or Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition InquiryProposal if and only if the Company and its representatives are permitted to engage in discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with Section 8.2 of the Merger Agreement; provided, further, that, subject to the provisos contained in this Section 6(a), in no event shall the Stockholder take any action in clause (D) above prior to the termination of the Agreement.
Appears in 1 contract
No Solicitation; Acquisition Proposals. (a) Stockholder Company shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause authorize or permit any of its other Affiliates Subsidiaries, or Persons acting on any of its or their behalf affiliates, officers, directors, employees, agents or representatives (including employeeswithout limitation any investment banker, investment bankersfinancial advisor, attorneysattorney or accountant retained by Company or any of its Subsidiaries), accountants or other agents, "Representatives") not to, directly or indirectly, (A) solicit, initiate, endorse solicit or knowingly encourage or knowingly facilitate the submission or announcement (including by way of furnishing information) any Acquisition Proposal or Acquisition Inquiry or any proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person as defined in connection withSection 5.5(d)), or in response to, an Acquisition Proposal enter into or Acquisition Inquiry, (C) engage in maintain or continue discussions or negotiations with any Person person in furtherance of, furnish any information to any other person with respect to any Acquisition Proposal or Acquisition Inquiryto, or (D) approve, recommend agree to, endorse or enter intorecommend, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that nothing in each this Agreement shall prohibit the Board of Directors of Company, prior to the consummation of the foregoing clauses Merger, from furnishing the same information as was previously furnished to Parent (A)-(D)as revised or updated to reflect any changes or additions to such information if such revised information is contemporaneously furnished to Parent) to, in the event a Third Party submits or entering into, maintaining or continuing discussions or negotiations with, any person that makes an unsolicited bona fide written Acquisition Proposal after the date hereof under circumstances not involving any breach of the provisions of this Section 5.5(a) if, and to the extent that, (i) the Board of Directors of Company, after consultation with and based upon the Stockholder advice of independent legal counsel, reasonably determines in good faith that the failure to take such action would be reasonably likely to constitute a breach by the Board of Directors of Company of its fiduciary duties to Company’s stockholders under applicable law, (ii) the Board of Directors of Company, after consultation with and based upon the advice of its financial advisor, reasonably determines in good faith that the Acquisition Proposal is a Superior Proposal, and (iii) prior to furnishing any non-public information to such person, Company receives from such person an executed confidentiality agreement with provisions no less favorable to Company than the Confidentiality Agreement. Company shall promptly (and, in any event within 24 hours) notify Parent after receipt of any Acquisition Proposal or any request for information relating to Company or any of its Representatives Subsidiaries or for access to the properties, books or records of Company or any of its Subsidiaries by any person who has informed Company that such person is considering making, or has made, an Acquisition Proposal (which notice shall not be prohibited from participating in any discussions identify the person making, or negotiations with respect to a possible tender and supportconsidering making, voting or similar agreement in connection with such Acquisition Proposal if and only ifshall set forth the material terms of any Acquisition Proposal received), and following Company shall keep Parent informed in reasonable detail of the Company’s receipt terms, status and other pertinent details of any such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiry.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Impac Medical Systems Inc)
No Solicitation; Acquisition Proposals. (a) Stockholder Between the date hereof and the Closing (or earlier termination of this Agreement pursuant to ARTICLE IX) Sellers shall not, and shall cause each of (i) the Partnership and its controlled Subsidiaries and (ii) Sellers’, the Partnership’s and its Subsidiaries’ respective Affiliates, directors, employees, agents and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf representatives (including employeesany investment banker, investment bankersfinancial advisor, attorneysattorney or accountant retained by Sellers, accountants the Partnership or other agents, "Representatives"its Subsidiaries) not toto not, directly or indirectly, (A) solicit, initiate, endorse solicit or knowingly (provided that each such Person shall be deemed to have such knowledge of the obligations set forth in this Section 6.5) encourage any Acquisition Proposal, or knowingly facilitate the submission furnish any information to any other Person with respect to, or announcement agree to, any Acquisition Proposal. Sellers shall promptly notify Purchaser after receipt of any Acquisition Proposal or Acquisition Inquiry any request for information relating to the Partnership or any proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to of its Subsidiaries by any Person in connection withwho has informed Sellers that such Person is considering making, or in response tohas made, an Acquisition Proposal (which notice shall identify the Person making, or considering making, such Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to Proposal and shall set forth the material terms of any Acquisition Proposal or Acquisition Inquiryreceived), or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement and Sellers shall keep Purchaser informed in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each reasonable detail of the foregoing clauses (A)-(D)terms, in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or status and other pertinent details of any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiryrequest.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Payless Shoesource Inc /De/)
No Solicitation; Acquisition Proposals. Upon execution of this Agreement until the Closing Date or until this Agreement is terminated as provided in Article 8, Seller will not directly or indirectly (ai) Stockholder shall notsolicit or initiate (including by way of furnishing any information) discussions with or (ii) enter into negotiations or agreements with, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not or furnish any information to, any corporation, partnership, person or other entity or group (other than Buyer, an affiliate of Buyer or its authorized representatives pursuant to this Agreement) concerning any proposal for a merger, sale of substantial assets or other takeover or business combination transaction, which, if consummated, would prevent Seller from consummating the purchase and sale contemplated hereby (an "Acquisition Transaction"); and Seller will instruct its officers, directors, advisors and use commercially reasonable efforts other financial and legal representatives and consultants not to cause take any action contrary to the foregoing provisions of its other Affiliates this sentence. Seller will notify Buyer promptly in writing if Seller becomes aware that any inquiries or Persons acting on its or their behalf (including employeesproposals are received by, investment bankersany information is requested from, attorneys, accountants or other agents, "Representatives") not to, directly or indirectly, (A) solicit, initiate, endorse or knowingly encourage or knowingly facilitate the submission or announcement of any Acquisition Proposal or Acquisition Inquiry or any proposals negotiations or offers that constitute or would reasonably discussions are sought to be expected to lead initiated with Seller with respect to an Acquisition ProposalTransaction and will immediately after receipt provide to Buyer a copy of any letter, (B) furnish proposal or disclose other document in which any information regarding the Company to any Person in connection with, or in response to, proposal for an Acquisition Proposal Transaction is made or Acquisition Inquiryexpressed. Seller will immediately cease any existing activities, (C) engage in discussions or negotiations with any Person with respect third parties which may have been conducted on or prior to any Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) the date hereof with respect to an Acquisition Proposal; providedTransaction and shall direct and use reasonable efforts to cause its officers, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal advisors and representatives not to the Company, the Stockholder or any of its Representatives shall not be prohibited from participating engage in any such activities, discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquirynegotiations.
Appears in 1 contract
No Solicitation; Acquisition Proposals. (a) Stockholder Company shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause authorize or permit any of its other Affiliates Subsidiaries, or Persons acting on any of its or their behalf affiliates, officers, directors, employees, agents or representatives (including employeeswithout limitation any investment banker, investment bankersfinancial advisor, attorneysattorney or accountant retained by Company or any of its Subsidiaries), accountants or other agents, "Representatives") not to, directly or indirectly, (A) solicit, initiate, endorse solicit or knowingly encourage or knowingly facilitate the submission or announcement (including by way of furnishing information) any Acquisition Proposal or Acquisition Inquiry or any proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person as defined in connection withSection 5.5(d)), or in response to, an Acquisition Proposal enter into or Acquisition Inquiry, (C) engage in maintain or continue discussions or negotiations with any Person person in furtherance of, furnish any information to any other person with respect to any Acquisition Proposal or Acquisition Inquiryto, or (D) approve, recommend agree to, endorse or enter intorecommend, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that nothing in each this Agreement shall prohibit the Board of Directors of Company, prior to the consummation of the foregoing clauses Merger, from furnishing the same information as was previously furnished to Parent (A)-(D)as revised or updated to reflect any changes or additions to such information if such revised information is contemporaneously furnished to Parent) to, in the event a Third Party submits or entering into, maintaining or continuing discussions or negotiations with, any person that makes an unsolicited bona fide written Acquisition Proposal after the date hereof under circumstances not involving any breach of the provisions of this Section 5.5(a) if, and to the extent that, (i) the Board of Directors of Company, after consultation with and based upon the Stockholder advice of independent legal counsel, reasonably determines in good faith that the failure to take such action would be reasonably likely to constitute a breach by the Board of Directors of Company of its fiduciary duties to Company's stockholders under applicable law, (ii) the Board of Directors of Company, after consultation with and based upon the advice of its financial advisor, reasonably determines in good faith that the Acquisition Proposal is a Superior Proposal, and (iii) prior to furnishing any non-public information to such person, Company receives from such person an executed confidentiality agreement with provisions no less favorable to Company than the Confidentiality Agreement. Company shall promptly (and, in any event within 24 hours) notify Parent after receipt of any Acquisition Proposal or any request for information relating to Company or any of its Representatives Subsidiaries or for access to the properties, books or records of Company or any of its Subsidiaries by any person who has informed Company that such person is considering making, or has made, an Acquisition Proposal (which notice shall not be prohibited from participating in any discussions identify the person making, or negotiations with respect to a possible tender and supportconsidering making, voting or similar agreement in connection with such Acquisition Proposal if and only ifshall set forth the material terms of any Acquisition Proposal received), and following Company shall keep Parent informed in reasonable detail of the Company’s receipt terms, status and other pertinent details of any such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiry.
Appears in 1 contract
No Solicitation; Acquisition Proposals. (a) Stockholder The Company shall not, and nor shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause it permit any of its other Affiliates Subsidiaries to, nor shall it authorize or Persons acting on permit any officer, director or representative or agent of the Company or any of its Subsidiaries (including, without limitation, any investment banker, financial advisor, attorney or their behalf (including employees, investment bankers, attorneys, accountants accountant retained by the Company or other agents, "Representatives"any of its Subsidiaries) not to, directly or indirectly, (Ai) solicit, initiate, endorse initiate or knowingly encourage (including by way of furnishing information), or knowingly take any other action to facilitate the submission or announcement initiation of any inquiries or proposals regarding an Acquisition Proposal (as hereinafter defined), (ii) engage in negotiations or Acquisition Inquiry discussions concerning, or provide any proposals or offers that constitute or would reasonably be expected nonpublic information to lead to an any person relating to, any Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (Diii) approve, agree to approve or recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that nothing contained in each this Section 4.2 shall prohibit the Company or the Board from taking and disclosing to stockholders a position contemplated by Rule 14e-2 promulgated under the Exchange Act; and provided, further, that, prior to the Stockholders' Meeting, (y) the Special Committee on behalf of the foregoing clauses (A)-(D), in Company may upon the event bona fide written unsolicited request of a Third Party submits (as hereinafter defined) furnish information or data (including, without limitation, confidential or non-public information or data) relating to the Company or its Subsidiaries for the purposes of an Acquisition Proposal and participate in negotiations with a person making an unsolicited written bona fide written Acquisition Proposal if the Special Committee believes that to do so could reasonably lead to a Superior Proposal (as hereinafter defined) and (z) the Special Committee and the Board may each withdraw or modify its recommendation relating to this Agreement or the Merger if the Special Committee or the Board determines in good faith after consultation with its financial and legal advisors that the Merger is no longer in the best interests of the Company's stockholders and that such withdrawal or modification is, therefore, reasonably likely to be required in order to satisfy its fiduciary duties to the Company, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiry's stockholders under applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chaparral Resources Inc)
No Solicitation; Acquisition Proposals. (a) Stockholder shall notExcept as expressly permitted by this Section 7.3, neither Sxxxxxxxxx nor Company shall, and Sxxxxxxxxx shall cause each of its controlled Affiliatesthe Sxxxxxxxxx Subsidiaries and Company shall cause each of the Company Subsidiaries not to, and shall instruct its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "Representatives") Representatives not to, directly or indirectly, (Ai) solicit, initiate, endorse initiate or knowingly encourage or knowingly facilitate any inquiry, proposal or offer with respect to, or the submission announcement, making or announcement of completion of, any Acquisition Proposal or Acquisition Inquiry Proposal, or any proposals inquiry, proposal or offers offer that constitute or would is reasonably be expected likely to lead to an any Acquisition Proposal, (Bii) enter into, continue or otherwise participate in any negotiations regarding, or furnish or disclose any information regarding the Company to any Person (other than Sxxxxxxxxx, Company or their respective Representatives) any non-public information or data in connection withfurtherance of, or in response to, an any Acquisition Proposal or Acquisition InquiryProposal, (Ciii) engage in discussions enter into any definitive acquisition agreement, merger agreement, share exchange agreement, consolidation agreement, option agreement, joint venture agreement or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or partnership agreement (D) approve, recommend or enter into, including any letter of intent or similar documentagreement in principle) (each, an “Alternative Acquisition Agreement”) relating to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement pursuant to Section 7.3(a)), (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or commitment, or agreement in principle any Takeover Statute (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal notwithstanding anything contained herein to the Companycontrary, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines or the Sxxxxxxxxx Board determine after consultation with legal counsel, that not doing so would be inconsistent with its duties under applicable Law, Company or the Sxxxxxxxxx, respectively, may waive any provision of any standstill or confidentiality agreement that prohibits a confidential proposal being made to such Board (directly or indirectly through its Representatives) so long as (1) such waiver, amendment or release is limited only to permitting such a confidential proposal and (2) such Party promptly notifies the other Party of the granting such waiver, amendment or release prior thereto), or (v) agree, approve, recommend or propose to do any of the foregoing. Each of Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder Sxxxxxxxxx shall, and shall cause each of the Company Subsidiaries and the Sxxxxxxxxx Subsidiaries, respectively, and shall use its commercially reasonable efforts to cause its and their Representatives to, (A) immediately cease and cause to be terminated any all existing solicitation of, or discussions or negotiations with, with any Person relating and its Representatives (other than Sxxxxxxxxx or any of its Representatives) conducted heretofore with respect to any Acquisition Proposal, (B) enforce any confidentiality or standstill or provisions of similar effect to which Company or Sxxxxxxxxx, as applicable, or any of their subsidiaries is a party or of which Company or Sxxxxxxxxx, as applicable, or any of their subsidiaries is a beneficiary and (C) request the prompt return or destruction, to the extent required by any confidentiality agreement, of all confidential information previously furnished to any such Person and its Representatives and immediately terminate all physical and electronic data room access previously granted to any such Person, its subsidiaries or any of their respective Representatives. Notwithstanding the foregoing, if, at any time following the date of this Agreement and prior to obtaining the Company Stockholder Approval or the Sxxxxxxxxx Stockholder Approval, as applicable, (1) Company or Sxxxxxxxxx, as applicable, receives a written Acquisition Proposal that was not the result of a violation of this Section 7.3(a) and (2) the Company Board or the Sxxxxxxxxx Board, as applicable, determines in good faith (after consultation with outside counsel and its financial advisor) that such Acquisition InquiryProposal constitutes or is reasonably likely to lead to a Superior Proposal and its failure to take such action would be inconsistent with its duties as under applicable Law, then the Party receiving such Acquisition Proposal may (and may authorize its subsidiaries and its and their Representatives to), after notifying the other Party in writing of such determination, (x) furnish non-public information with respect to it and its subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to an Acceptable Confidentiality Agreement; provided, that any non-public information provided to any Person given such access shall have previously been provided to the other Party or shall be provided (to the extent permitted by applicable Law) to the other Party prior to or concurrently with the time it is provided to such Person and (y) participate in negotiations with the Person making such Acquisition Proposal (and such Person’s Representatives) regarding such Acquisition Proposal. Notwithstanding anything to the contrary in this Agreement, each Party and its Representatives may contact any Person submitting an Acquisition Proposal (that was not the result of a violation of this Section 7.3(a)) to clarify and understand the terms of an Acquisition Proposal so as to determine whether such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal.
Appears in 1 contract
No Solicitation; Acquisition Proposals. (a) Stockholder Each of the Sellers shall not, and shall cause each of its controlled Affiliates, and its and their procure that neither the respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause Seller nor the Company or any of its other directors, officers, employees or Affiliates or Persons acting on its or their behalf (including employeesany investment banker, investment bankers, attorneys, accountants attorney or other agentsadvisor or representative retained by any of them (collectively, the "RepresentativesCOMPANY REPRESENTATIVES") not toshall, directly or indirectly, : (Ai) solicit, solicit or initiate, endorse or knowingly encourage or knowingly facilitate induce the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any proposals or offers that constitute or would reasonably be expected other action intended to lead to an Acquisition Proposal; (ii) respond to any inquiry, offer or proposal concerning any Acquisition Proposal (Bother than to respond to such inquiry, offer or proposal by indicating that the Company is not interested in any Acquisition Proposal); (iii) furnish or disclose any information regarding the Company to any Person in connection with, with or in response toto any inquiry, an offer or proposal concerning any Acquisition Proposal (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Acquisition Inquiry, Proposal); (Civ) engage participate in any discussions or negotiations with regarding, or furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of, any Acquisition Proposal Proposal; (v) cooperate with, facilitate or encourage any effort or attempt by any Person to effect any Acquisition InquiryProposal; (vi) withhold, withdraw or modify (Dor publicly propose or announce any intention or desire to withhold, withdraw or modify), in a manner adverse to Buyer, the approval of the Supervisory Board of Company of this Agreement and/or any of the transactions contemplated hereby, (vii) approve, endorse or recommend any Acquisition Proposal; (viii) execute, enter into or enter into, become bound by any letter of intent or similar document, agreement document or commitment, any Contract contemplating or agreement in principle (whether written or oral, binding or nonbinding) with respect otherwise relating to an any Acquisition Proposal; providedor (ix) take any action or position that is inconsistent with, however, that in each of the foregoing clauses or withdraw or modify (A)-(Dor publicly propose or announce any intention or desire to withdraw or modify), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal manner adverse to Buyer, the Company, 's support of the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender Share Purchase. The Sellers will and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines will procure that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, will immediately cease and cause to be terminated any and all existing solicitation ofactivities, or discussions or negotiations withnegotiations, if any, with any Person relating parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 5.4 by any Company Representative will be deemed to be a breach of this Section 5.4 by the Sellers. The Sellers will advise Buyer, as soon as reasonably practicable (and in no event more than two business days thereafter), orally and in writing, of (i) any Acquisition Proposal, any request for nonpublic information which the Sellers reasonably believe could lead to an Acquisition Proposal or any inquiry with respect to or which the Sellers reasonably believe could lead to an Acquisition InquiryProposal, (ii) the material terms (including price) and conditions of such Acquisition Proposal, request or inquiry, and (iii) the identity of the Person or group making any such Acquisition Proposal, request or inquiry.
Appears in 1 contract
No Solicitation; Acquisition Proposals. (a) Stockholder Until the termination of this Agreement in accordance with Section 8.1, Company shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause authorize or permit any of its other Affiliates Subsidiaries, or Persons acting on any of its or their behalf (including affiliates, officers, directors, employees, agents or representatives (including, without limitation, any investment bankersbanker, attorneysfinancial advisor, accountants attorney or other agentsaccountant retained by Company or any of its Subsidiaries), "Representatives") not to, directly or indirectly, (A) solicit, initiate, endorse solicit or knowingly encourage (including by way of furnishing information or knowingly facilitate assistance), or take any other action to facilitate, any inquiries, any expression of interest, or the submission or announcement making of any Acquisition Proposal proposal that constitutes, or Acquisition Inquiry or any proposals or offers that constitute or would may reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal (as defined below), or Acquisition Inquiry, (C) engage in enter into or maintain or continue discussions or negotiations negotiate with any Person with respect person in furtherance of such inquiries or to any obtain an Acquisition Proposal or Acquisition Inquiry, agree to or (D) approve, recommend or enter into, endorse any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that nothing in each this Agreement shall prohibit the Board of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or any Directors of its Representatives shall not be prohibited Company from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives furnishing information to, immediately cease and cause to be terminated any existing solicitation ofor entering into, maintaining or continuing discussions or negotiations with, any Person person that makes an unsolicited Acquisition Proposal after the date hereof, if, and to the extent that, the Board of Directors of Company, after consultation with and based upon the advice of independent legal counsel, determines in good faith that (a) such Acquisition Proposal would be more favorable to Company's stockholders than the Merger and (b) the failure to take such action would result in a breach by the Board of Directors of Company of its fiduciary duties to Company's stockholders under applicable law, and, prior to furnishing any non-public information to such person, Company receives from such person an executed confidentiality agreement with provisions no less favorable to Company than the letter agreement relating to any Acquisition Proposal or Acquisition Inquiry.the furnishing of confidential information of Company to Parent referred to in the last sentence of Section 6.3. Company
Appears in 1 contract
No Solicitation; Acquisition Proposals. (a) Stockholder The Company shall not, and nor shall cause each it permit any of its controlled Affiliates, and its and their respective officers and directors (if applicable) not the Company Subsidiaries to, and will instruct and use commercially reasonable efforts to cause nor shall it authorize or permit any officer, director or representative or agent of the Company or any of its other Affiliates the Company Subsidiaries (including, without limitation, any investment banker, financial advisor, attorney or Persons acting on its accountant retained by the Company or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "Representatives"any of the Company Subsidiaries) not to, directly or indirectly, (Ai) solicit, initiate, endorse initiate or knowingly encourage (including by way of furnishing non-public information), or knowingly take any other action to facilitate the submission or announcement initiation of any inquiry or proposal regarding an Acquisition Proposal (as hereinafter defined), (ii) engage in negotiations or Acquisition Inquiry discussions concerning, or provide any proposals or offers that constitute or would reasonably be expected nonpublic information to lead to an any person relating to, any Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (Diii) approve, agree to approve or recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that nothing contained in each this Section 5.4 shall prohibit the Company or the Board from taking and disclosing to shareholders a position contemplated by Rule 14e-2 promulgated under the Exchange Act; and provided, further, that (y) the Board on behalf of the foregoing clauses Company may upon the bona fide unsolicited request of a Third Party (A)-(D)as hereinafter defined) furnish information or data (including, without limitation, confidential or non-public information or data) relating to the Company or the Company Subsidiaries for the purposes of an Acquisition Proposal and participate in negotiations with a person making an unsolicited expression of interest believed by the Board in good faith to be a bona fide indication of such person's desire to pursue the possibility of making an Acquisition Proposal that, in the event good faith judgment of the Board, could reasonably lead to a Third Party submits an unsolicited bona fide written Acquisition Superior Proposal (as hereinafter defined) and (z) the Board may withdraw or modify its recommendation relating to this Agreement or the Merger if the Board determines in good faith after consultation with its financial advisor that the Merger is no longer in the best interests of the Company's shareholders and that such withdrawal or modification is, therefore, required in order to satisfy its fiduciary duties to the Company, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiry's shareholders under applicable Law.
Appears in 1 contract
No Solicitation; Acquisition Proposals. (a) Stockholder From the date of -------------------------------------- this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, (1) the Company shall, and the Company shall cause its and its Subsidiaries' respective Representatives to, immediately cease and terminate any existing solicitation, initiation, knowing encouragement, discussion or negotiation with any Third Party conducted heretofore by the Company, its Subsidiaries or their respective Representatives with respect to any Acquisition Proposal and (2) the Company shall not, and the Company shall cause each of its controlled Affiliates, and its and their Subsidiaries' respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "Representatives") Representatives not to, directly or indirectly, (Ai) solicit, initiate, endorse initiate or knowingly encourage (including by way of furnishing non-public information), or knowingly facilitate take any other action to facilitate, any inquiries or the making or submission or announcement of any Acquisition Proposal proposal that constitutes, or Acquisition Inquiry or any proposals or offers that constitute or would may reasonably be expected to lead to an to, any Acquisition Proposal, ; (Bii) furnish or disclose enter into any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person agreement with respect to any Acquisition Proposal or Acquisition Inquiryenter into any agreement requiring the Company to abandon, terminate or (D) approve, recommend or enter into, any letter fail to consummate the acquisition of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal Shares pursuant to the Company, Offer or the Stockholder Merger; (iii) participate or any of its Representatives shall not be prohibited from participating engage in any discussions or negotiations with respect with, or disclose or provide any non- public information or data relating to a possible tender and supportthe Company or its Subsidiaries to any Third Party relating to an Acquisition Proposal (except as required by legal process), voting or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal; or (iv) enter into any letter of intent, agreement or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person document relating to any Acquisition Proposal or Acquisition InquiryProposal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Barrett Resources Corp)
No Solicitation; Acquisition Proposals. (a) Stockholder Except as otherwise provided in this Section 13.2, during the Interim Period, Company shall not, and shall cause each of its controlled Affiliates, subsidiaries and its and their respective officers and directors (if applicable) not to, and will instruct shall not authorize and shall use commercially reasonable best efforts to cause any other 61 Representatives of Company or any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "Representatives") subsidiaries not to, directly or indirectly, (Ai) solicit, initiate, endorse or knowingly encourage or knowingly facilitate the submission any inquiry, proposal or announcement of any Acquisition Proposal offer that constitutes, or Acquisition Inquiry or any proposals or offers that constitute or would could reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition (an “Inquiry”), (Cii) enter into, continue or otherwise participate or engage in any negotiations or discussions regarding, or negotiations with furnish to any Person with respect to person other than Purchaser or its Representatives any non-public information or data in furtherance of, any Acquisition Proposal or Inquiry, (iii) approve, recommend, declare advisable or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share exchange agreement, consolidation agreement, option agreement, joint venture agreement, partnership agreement or other agreement, in each case related to an Acquisition InquiryProposal (other than a Company Acceptable Confidentiality Agreement), or requiring or having the effect of requiring Company to abandon, terminate or breach its obligations hereunder or fail to consummate the West Coast Asset Sale (each item referred to in this clause (iii), a “Company Alternative Acquisition Agreement”), or (Div) approve, recommend agree to or enter into, propose publicly to do any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the foregoing. Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause each of its Representatives subsidiaries to, and shall direct the Representatives of Company and its subsidiaries to, (A) immediately cease and cause to be terminated all existing discussions and negotiations with any existing solicitation of, person and its Representatives (other than Purchaser or discussions or negotiations with, any Person relating of its Representatives) conducted heretofore with respect to any Acquisition Proposal, and (B) not terminate, amend, release or modify any provision of any standstill agreement (including any standstill provisions contained in any confidentiality or other agreement) to which it or any of its Affiliates or Representatives is a party except to allow the applicable party to make an Acquisition Proposal to the Company Board on a non-public basis. For the avoidance of doubt, nothing in this Section 13.2(a) shall prevent or Acquisition Inquiryotherwise limit the right of Company, any subsidiary of the Company (including any Seller), or any of their representatives to communicate in accordance with Section 7.6 with a Tenant or the 5th and Xxxx Ground Lessor that has a Purchase Option solely in connection with the potential exercise by such Tenant or the 5th and Xxxx Ground Lessor of a Purchase Option.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Hines Real Estate Investment Trust Inc)
No Solicitation; Acquisition Proposals. (a) Stockholder Except with respect to this Agreement and the Transactions, no Platform Entity nor any Affiliate thereof nor any Representatives thereof retained by any Platform Entity shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "Representatives") not to, directly or indirectly, (A) indirectly solicit, initiate, endorse initiate or knowingly encourage or knowingly facilitate the submission or announcement making of any Acquisition Proposal or Acquisition Inquiry or by any proposals or offers that constitute or would reasonably Person. Notwithstanding anything herein to the contrary, Platform and its Board of Directors shall be expected permitted (i) to lead the extent applicable, to comply with Rule 14d-9 and Rule 14e-2 promulgated under the 1934 Act with regard to an Acquisition Proposal, and (ii) to engage in any discussions or negotiations with, or provide any information to, any Person in response to an unsolicited written Acquisition Proposal by any such Person, if and only to the extent (in the case of clause (ii) only) that (A) the initial purchase of Shares pursuant to the Offer shall not have occurred, (B) furnish or disclose Platform's Board of Directors concludes in good faith (x) after consulting with its independent financial advisors, that such Person is reasonably capable of consummating such Acquisition Proposal, taking into account the legal, financial, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal, 32 38 and that such Acquisition Proposal could reasonably be expected to result in a Superior Proposal and (y) (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, (C) prior to providing any information regarding the Company or data to any Person in connection with, or in response to, with an Acquisition Proposal by any such Person, Platform's Board of Directors receives from such Person an executed confidentiality agreement containing customary confidentiality and standstill provisions, and (D) prior to providing any information or Acquisition Inquiry, (C) engage in data to any Person or entering into discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition InquiryPerson, or Platform's Board of Directors notifies Parent promptly (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or any of its Representatives shall not be prohibited from participating and in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s event not later than 24 hours after receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(ahereof) of the Merger Agreementreceipt of the Acquisition Proposal and shall in such notice indicate in reasonable detail the identity of the offeror and the material terms and conditions of any proposal and shall keep Parent promptly advised of the status and material terms of any such inquiry, offer or proposal. Stockholder shallPlatform agrees that it will, and shall will cause its officers, directors and Representatives to, immediately cease and cause to be terminated any existing solicitation ofactivities, or discussions or negotiations with, existing as of the date of this Agreement with any Person relating parties conducted heretofore with respect to any Acquisition Proposal or Acquisition InquiryProposal. Platform agrees that it will use reasonable efforts to promptly inform its directors, officers, key employees, agents and Representatives of the obligations undertaken in this Section 7.10.
Appears in 1 contract
No Solicitation; Acquisition Proposals. (a) Stockholder The Company shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause authorize or permit any of its other Affiliates officers, directors or Persons acting on its employees or their behalf (including employeesany investment banker, investment bankersfinancial advisor, attorneys, accountants accountant or other agents, "Representatives") not representative retained by it to, directly or indirectly, (Ai) solicit, initiate, endorse initiate or knowingly encourage (including by way of furnishing non-public information), or take any other action to knowingly facilitate any inquiries or the submission or announcement making of any Acquisition Proposal proposal that constitutes, or Acquisition Inquiry or any proposals or offers that constitute or would may reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal (as such term is defined herein) or Acquisition Inquiry, (Cii) engage participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or a Third Party (Das such term is defined herein) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to regarding an Acquisition Proposal; provided, however, that in each if, at any time prior to the Effective Time, the Board of Directors of the foregoing clauses Company or the Special Committee of the Board of Directors of the Company determines in good faith, (A)-(Di) after consulting with outside counsel, that it is likely to have a fiduciary duty to do so under applicable law, and (ii) based on the advice of outside counsel and the Financial Advisor, that the initiating Third Party is a credible potential buyer reasonably likely to have the ability to consummate a Superior Proposal (as such term is defined herein), the Company, in the event response to a written Acquisition Proposal that was unsolicited from a Third Party submits an unsolicited bona fide written Acquisition Proposal or that did not otherwise result from a breach of this Section 5.7, and is reasonably likely to the Companylead to a Superior Proposal, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations may (x) furnish non-public information with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that to the Company and its representatives may engage in such discussions or negotiations in response to Third Party who made such Acquisition Proposal pursuant to a confidentiality agreement in substantially the form of EXHIBIT B attached hereto, and (y) participate in negotiations regarding such Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any director or officer of the Company or any of its Subsidiaries, other than Affiliates or Associates of the Purchaser, or any investment banker, financial advisor, attorney, accountant or other representative of the Company or any of its Subsidiaries, whether or not acting on behalf of the Company or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.7 by the Company. (b) Neither, the Board of Directors of the Company nor the Special Committee shall (i) withdraw or modify in a manner adverse to the Purchaser, its approval or recommendation of this Agreement, and the Merger unless there is a Superior Proposal outstanding, (ii) approve or recommend an Acquisition Proposal unless it is a Superior Proposal, or (iii) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other agreement with respect to an Acquisition Proposal unless it is a Superior Proposal, and, in addition, in the case of either (i), (ii) or (iii), unless the Board of Directors of the Company or the Special Committee of the Board of Directors of the Company shall have (x) determined in good faith, after consulting with outside counsel, that it is likely to have a fiduciary duty to do so under applicable law, and (y) terminated this Agreement pursuant to Section 7.1(c) hereto. (c) The Company shall promptly (but in any event within one (1) day) advise the Purchaser orally and in accordance with the terms writing of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or any inquiry regarding the making of an Acquisition InquiryProposal or any inquiry regarding the making of an Acquisition Proposal from a Third Party including any request for information, the material terms and conditions of such request, Acquisition Proposal or inquiry and the identity of the person making such request, Acquisition Proposal or inquiry. The Company will, to the extent reasonably practicable, keep the Purchaser fully informed of the status and details (including amendments or proposed amendments) of any such request, Acquisition Proposal or inquiry. (d) Notwithstanding the foregoing, the Company shall neither (i) amend the Rights Agreement to permit a Third Party to consummate a Superior Proposal or in any other manner whatsoever nor (ii) take any steps to exempt the transactions contemplated by a Superior Proposal from, or if necessary to challenge the validity or applicability of, any applicable take-over law, including without limitation, Section 203 of the DGCL, unless the Company has complied in all respects with paragraphs (a) through (c) above. (e) For purposes of this Agreement, (i) "Acquisition Proposal" means any bona fide written proposal with respect to a merger, consolidation, share exchange, tender offer or similar transaction involving the Company, or any purchase or other acquisition of all or any significant portion of the assets of the Company, or any equity interest in the Company, other than the transactions contemplated hereby; (ii) "Third Party" means any corporation, partnership, person or other entity or "group" (as defined in 14 18 Section 13(d)(3) of the Exchange Act), other than Purchaser or any Affiliates of Purchaser and its respective directors, officers, employees, representatives and agents; (iii) "Superior Proposal" means an Acquisition Proposal that (A) would take the form of either (i) a merger, consolidation, share exchange, recapitalization, business combination, or other similar transaction; (ii) a sale, lease, exchange, mortgage, pledge, transfer or other disposition of 100% of the assets of the Company and its Subsidiaries, taken as a whole, in a single transaction or series of transactions; or (iii) a tender offer or exchange offer for 100% of the outstanding shares of capital stock of the Company or the filing of a registration statement under the Securities Act of 1933, as amended, in connection therewith; (B) the Board of Directors of the Company or the Special Committee of the Board of Directors of the Company, in good faith, based on the advice of its outside counsel and of the Financial Advisor, determines to be of a higher price per share and more favorable than the transaction contemplated hereunder; and (C) is already fully financed and evidence of such financing, in the form of an executed commitment letter, has been provided to the Company. SECTION 5.8.
Appears in 1 contract
Samples: Exhibit 2 Agreement and Plan of Merger (Back Bay Restaurant Group Inc)
No Solicitation; Acquisition Proposals. (a) Stockholder shall not, and and, if not an individual, shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "“Representatives"”) not to, directly or indirectly, (A) solicit, initiate, endorse or knowingly encourage or knowingly facilitate the submission or announcement of any Acquisition Proposal or Acquisition Inquiry or any proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal ) other than as permitted pursuant to the Company, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiry. It is understood that this Agreement limits the rights of Stockholder only to the extent that Stockholder is acting in Stockholder’s capacity as a stockholder of the Company, and nothing herein shall be construed as preventing Stockholder or any of its Affiliates acting in its capacity as an officer or director of the Company, or as a trustee or fiduciary of any employee benefit plan or trust, from fulfilling the obligations of such office (including, subject to the limitation contained in Section 6.2 of the Merger Agreement, the performance of obligations required by the fiduciary obligations of Stockholder acting solely in its capacity as an officer or director, trustee or fiduciary) and no action taken solely in any such capacity as an officer or director of the Company shall be deemed to constitute a breach of this Agreement; and it is further understood that notwithstanding anything to the contrary provided in this Agreement, the Stockholder or any of its Affiliates or Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with an Acquisition Proposal or Acquisition Inquiry in the event that the Company is permitted to take the actions set forth in the Merger Agreement with respect to such Acquisition Proposal or Acquisition Inquiry.
Appears in 1 contract
No Solicitation; Acquisition Proposals. (a) Stockholder The Company shall not, and nor shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause it permit any of its other Affiliates subsidiaries to, nor shall it authorize or Persons acting on permit any officer, director or representative or agent of the Company or any of its subsidiaries (including, without limitation, any investment banker, financial advisor, attorney or their behalf (including employees, investment bankers, attorneys, accountants accountant retained by the Company or other agents, "Representatives"any of its subsidiaries) not to, directly or indirectly, (Ai) solicit, initiate, endorse initiate or knowingly encourage (including by way of furnishing non-public information), or knowingly take any other action to facilitate the submission initiation of any inquiries or announcement of proposals regarding an Acquisition Proposal (as hereinafter defined), (ii) engage in negotiations or discussions concerning, or provide any nonpublic information to any person relating to, any Acquisition Proposal or Acquisition Inquiry (iii) agree to approve or recommend any proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that nothing contained in each of this Agreement shall prohibit the foregoing clauses Company or the Board from taking and disclosing to stockholders a position contemplated by Rule 14e-2 promulgated under the Exchange Act; and Provided, further, that nothing contained in this Agreement shall prevent the Company, the Special Committee or the Board from (A)-(D), x) providing information in the event response to an unsolicited request therefor by a Third Party submits Person that has made an unsolicited bona fide written Acquisition Proposal; (y) participating in any negotiations or discussions with any Person who has made an unsolicited bona fide Acquisition Proposal; or (z) recommending such an Acquisition Proposal to the Companystockholders of the Company if, and only to the extent that, (i) in each such case referred to in clause (x), (y) or (z) above, the Stockholder Special Committee or the Board determines in good faith (after consultation with outside legal counsel and Xxxxxx X. Xxxx or any other investment banker or attorney or accountant retained by the Special Committee, the Board or the Company) that such action is required in order for its members to comply with their fiduciary duties under applicable law (the parties hereto acknowledge and agree that, so long as this Section 6.02 has been complied with in all respects, any such action described in clauses (x) or (y) above shall be permitted to be taken regardless of its Representatives shall not whether it would be prohibited from participating in any discussions or negotiations necessary under applicable law, if it is taken only with respect to a possible tender Superior Proposal (as defined below)) and support(ii) in each case referred to in clause (x), voting (y) or similar agreement (z) above, the Special Committee or the Board determines in connection good faith (after consultation with outside legal counsel and Xxxxxx X. Xxxx or any other investment banker or attorney or accountant retained by the Special Committee, the Board or the Company) that, if accepted, such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition would constitute a Superior Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiry.
Appears in 1 contract
No Solicitation; Acquisition Proposals. From the date hereof until the first to occur of the Closing or until this Agreement is terminated in accordance with Article XI hereof, Seller shall not, directly or indirectly (a) Stockholder shall notsolicit or initiate (including by way of furnishing any information) discussions with, or (b) enter into negotiations or agreements with, or (c) furnish any information to, any corporation, partnership, person or other entity or group (other than Buyer or its authorized representatives pursuant to this Agreement) concerning any inquiry or proposal for a merger, consolidation, business combination, reorganization, recapitalization, liquidation, dissolution, spin-off transaction, sale of any substantial portion of its assets, sale of shares of stock or securities or other takeover or business combination transaction (an "Acquisition Proposal") involving any part of the Combined Business, Seller JV or the Assets, and shall Seller will instruct and cause each of its controlled officers, directors, employees, agents, Affiliates, and its other financial and their respective officers legal representatives and directors consultants (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agentscollectively, "RepresentativesSeller Agents") not to, directly or indirectly, (A) solicit, initiate, endorse or knowingly encourage or knowingly facilitate to take any action contrary to the submission or announcement foregoing provisions of this sentence. Seller will notify Buyer promptly of any Acquisition Proposal or Acquisition Inquiry proposals (including the terms thereof) that are received by, any information that is requested from, or any proposals negotiations or offers discussions that constitute are sought to be initiated with Seller or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) Seller Agent with respect to an Acquisition Proposal; provided, however, provided that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or any of its Representatives Seller shall not be prohibited from participating in have any discussions obligation to disclose the identity of any Person making such a proposal or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreementrequest. Stockholder Seller shall, and shall cause its Representatives each Seller Agent to, immediately cease and cause to be terminated any existing solicitation ofactivities, or discussions or negotiations with, with any Person relating third parties which may have been conducted on or prior to any the date hereof with respect to an Acquisition Proposal and shall direct and cause its officers, advisors and representatives not to engage in any such activities, discussions or Acquisition Inquirynegotiations.
Appears in 1 contract
No Solicitation; Acquisition Proposals. (a) Stockholder shall notExcept as expressly permitted by this Section 7.3, neither Xxxxxx nor Hammer shall, and Xxxxxx shall cause each of its controlled Affiliatesthe Xxxxxx Subsidiaries and Hammer shall cause each of the Hammer Subsidiaries not to, and shall instruct and use its reasonable best efforts to cause its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "Representatives") Representatives not to, directly or indirectly, (Ai) solicit, initiate, endorse initiate or knowingly encourage or knowingly facilitate any inquiry, proposal or offer with respect to, or the submission announcement, making or announcement of completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Xxxxxx, Hammer or their respective Representatives) any non-public information or data in furtherance of, any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Inquiry Proposal, (iii) enter into any definitive acquisition agreement, merger agreement, share exchange agreement, consolidation agreement, option agreement, joint venture agreement or partnership agreement (including any letter of intent or agreement in principle) relating to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement pursuant to this Section 7.3(a)), (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or any proposals Takeover Statute (other than to the extent the Hammer Board or offers the Xxxxxx Board, as applicable, determines in good faith (after consultation with outside counsel) that constitute or failure to take any of such actions under clause (iv) would reasonably be expected to lead to an Acquisition Proposal, (Bbe inconsistent with its fiduciary duties under applicable Law) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (Dv) agree, approve, recommend or enter into, propose to do any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or any foregoing. Each of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender Hammer and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder Xxxxxx shall, and shall cause each of the Hammer Subsidiaries and the Xxxxxx Subsidiaries, respectively, and shall use its reasonable best efforts to cause its and their Representatives to, (A) immediately cease and cause to be terminated all existing negotiations with any existing solicitation ofPerson and its Representatives (other than the Parties or any of their Representatives) conducted heretofore with respect to any Acquisition Proposal, (B) enforce any confidentiality or standstill agreement or provisions of similar effect (subject to the parenthetical in clause (iv) of this Section 7.3(a)) to which Hammer or Xxxxxx, as applicable, or discussions any of their subsidiaries is a party or negotiations withof which Hammer or Xxxxxx, as applicable, or any of their subsidiaries is a beneficiary with regards to any Acquisition Proposal, and (C) request the prompt return or destruction, to the extent permitted by any confidentiality agreement, of all non-public information or data previously furnished to any such Person relating and its Representatives with respect to any Acquisition Proposal and immediately terminate all physical and electronic data room access previously granted to any such Person, its subsidiaries or any of their respective Representatives with respect to any Acquisition InquiryProposal. Notwithstanding the foregoing, if, at any time following the date of this Agreement and prior to obtaining the Hammer Stockholder Approval or the Xxxxxx Stockholder Approval, as applicable, (1) Hammer or Xxxxxx, as applicable, receives a written Acquisition Proposal that was not the result of a violation of this Section 7.3(a) and (2) the Hammer Board or the Xxxxxx Board, as applicable, determines in good faith (after consultation with outside counsel and a financial advisor) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and determines in good faith (after consultation with outside counsel) that its failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, then such Party may (and may authorize its Subsidiaries and its Representatives to) (x) furnish non-public information or data with respect to itself and its subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to an Acceptable Confidentiality Agreement; provided, that (i) any non-public information or data provided to any such Person given such access shall have previously been provided to the other Party or shall be provided (to the extent permitted by applicable Law) to the other Party prior to or substantially concurrently with the time it is provided to such Person and (ii) no non-public information or data with respect to the other Party shall be provided to any such Person, and (y) participate in discussions and negotiations with the Person making such Acquisition Proposal (and such Person’s Representatives) regarding such Acquisition Proposal solely to clarify and understand the terms of an Acquisition Proposal so as to determine whether such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal.
Appears in 1 contract
No Solicitation; Acquisition Proposals. (a) Stockholder shall Except as expressly permitted by the merger agreement, from November 6, 2021 until the effective time or, if earlier, the valid termination of the merger agreement in accordance with its terms, CorePoint will not, and shall will cause each of its controlled Affiliates, subsidiaries not to and will direct its and their respective officers and directors (if applicable) representatives not to: • initiate, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf solicit, propose, knowingly assist, knowingly encourage (including employees, investment bankers, attorneys, accountants or other agents, "Representatives"by way of furnishing information) not to, directly or indirectly, (A) solicit, initiate, endorse or knowingly encourage or knowingly take any action to facilitate the submission or announcement of any Acquisition Proposal or Acquisition Inquiry or any inquiry, proposals or offers that constitute regarding, or would reasonably be expected to lead to an the making of, any Acquisition Proposal; • engage in, (B) continue or otherwise participate in any discussions with or negotiations relating to, or furnish or disclose any non-public information regarding the Company to any Person person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or Acquisition Inquirynegotiations); • approve, endorse or recommend, or (D) propose publicly to approve, recommend endorse or recommend, any Acquisition Proposal; or • negotiate, execute or enter into, any letter of intent or similar documentmerger agreement, acquisition agreement or commitmentother similar definitive agreement for any Acquisition Proposal (other than an acceptable confidentiality agreement (as defined in the merger agreement)); provided that any expressly permitted determination or action by the Board shall not be deemed to be a breach or violation of, or give Cavalier a right to terminate, the merger agreement. Notwithstanding anything to the contrary in the merger agreement, CorePoint or its Board may: • comply with its disclosure obligations under applicable law or the rules and policies of the NYSE, take and disclose to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer), make a “stop-look-and-listen” communication to the stockholders of CorePoint pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to the stockholders of CorePoint) or make any legally required disclosure to stockholders with regard to the transactions contemplated by the merger agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each (a) such disclosure includes an express reaffirmation of the foregoing clauses recommendation in favor of the merger, without any amendment, withdrawal, alteration, modification or qualification thereof and (A)-(D), b) the Board may not make a Change of Recommendation except to the extent otherwise permitted by the merger agreement; • prior to (but not after) obtaining the Company Requisite Vote: • contact and engage in the event a Third Party submits limited communications with any person or group of persons and their respective representatives who has made an unsolicited bona fide written Acquisition Proposal to after November 6, 2021 that was not solicited in material breach of the Companymerger agreement, solely for the Stockholder or any purpose of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with clarifying such Acquisition Proposal if and only if, the terms thereof and following the Company’s receipt of solely so that CorePoint may inform itself about such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiry.;
Appears in 1 contract
Samples: Merger Agreement
No Solicitation; Acquisition Proposals. (a) Stockholder Until the termination of this Agreement in accordance with Section 8.1, Company shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause authorize or permit any of its other Affiliates Subsidiaries, or Persons acting on any of its or their behalf (including affiliates, officers, directors, employees, agents or representatives (including, without limitation, any investment bankersbanker, attorneysfinancial advisor, accountants attorney or other agentsaccountant retained by Company or any of its Subsidiaries), "Representatives") not to, directly or indirectly, (A) solicit, initiate, endorse solicit or knowingly encourage (including by way of furnishing information or knowingly facilitate assistance), or take any other action to facilitate, any inquiries, any expression of interest, or the submission or announcement making of any Acquisition Proposal proposal that constitutes, or Acquisition Inquiry or any proposals or offers that constitute or would may reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal (as defined below), or Acquisition Inquiry, (C) engage in enter into or maintain or continue discussions or negotiations negotiate with any Person with respect person in furtherance of such inquiries or to any obtain an Acquisition Proposal or Acquisition Inquiry, agree to or (D) approve, recommend or enter into, endorse any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that nothing in each this Agreement shall prohibit the Board of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or any Directors of its Representatives shall not be prohibited Company from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives furnishing information to, immediately cease and cause to be terminated any existing solicitation ofor entering into, maintaining or continuing discussions or negotiations with, any Person person that makes an unsolicited Acquisition Proposal after the date hereof, if, and to the extent that, the Board of Directors of Company, after consultation with and based upon the advice of independent legal counsel, determines in good faith that (a) such Acquisition Proposal would be more favorable to Company's stockholders than the Merger and (b) the failure to take such action would result in a breach by the Board of Directors of Company of its fiduciary duties to Company's stockholders under applicable law, and, prior to furnishing any non-public information to such person, Company receives from such person an executed confidentiality agreement with provisions no less favorable to Company than the letter agreement relating to the furnishing of confidential information of Company to Parent referred to in the last sentence of Section 6.3. Company shall promptly notify Parent if it is prepared to provide access to the properties, books or records of Company or any of its Subsidiaries to any person who has made an Acquisition Proposal or Proposal, and Company shall at such time inform Parent of the material terms of any such Acquisition InquiryProposal.
Appears in 1 contract
Samples: Fieldcrest Cannon Inc
No Solicitation; Acquisition Proposals. (a) Stockholder Except as otherwise provided in this Agreement, from and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, none of the Company or its Subsidiaries shall, nor shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause the Company authorize or permit any of its other Affiliates or Persons acting on its or their behalf (including respective officers, directors, employees, investment bankersrepresentatives or advisors (such individuals, attorneys, accountants or other agents, "the “Representatives"”) not to, directly or indirectly, : (Ai) solicit, initiate, endorse initiate or knowingly encourage or knowingly facilitate facilitate, or cooperate with respect to, the preparation or submission or announcement of any Acquisition Proposal or Acquisition Inquiry or any inquiries, proposals or offers from any Person (other than Parent) that constitute constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or (ii) enter into, continue or otherwise participate in any discussions, communications or negotiations in connection with any Acquisition Proposal or furnish to an any Person any non-public information with respect to its or any of its Subsidiaries’ business, properties or assets in connection with any Acquisition Proposal. From and after the date of this Agreement, the Company and its Subsidiaries shall, and shall cause their respective Representatives to, (A) immediately cease and terminate, any and all existing activities, discussions, communications or negotiations with any parties (other than Parent, Merger Sub or any of any of their respective Representatives) conducted heretofore with respect to any Acquisition Proposal, (B) furnish take such action as is necessary to enforce any confidentiality provisions or disclose provisions of similar effect to which the Company or any information regarding of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary and (C) not terminate, waive, amend, release or modify any provision of any standstill agreement (including any standstill provision contained in any confidentiality or other agreement) to which it or any of its Affiliates or Representatives is a party, unless, solely, with respect to this clause (C), the Board of Directors of the Company has determined in good faith, after consultation with its financial advisors and outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties of the Board of Directors of the Company to the Company’s stockholders under applicable Law. The Company shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to any Person in connection withAcquisition Proposal with or for the benefit of the Company to promptly return or destroy all confidential information, or in response to, documents and materials relating to an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, its Subsidiaries or its businesses, operations or affairs heretofore furnished by or on behalf of the Stockholder Company or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person and terminate any “data room” or similar access of such Persons and their Representatives. For purposes of this Section 6.2(a7.4, the term “Person” means any person, corporation, entity or “group,” as defined in Section 13(d) of the Merger Agreement. Stockholder shallExchange Act, and shall cause its Representatives toother than, immediately cease and cause with respect to be terminated the Company, Parent or any existing solicitation ofSubsidiaries of Parent and, or discussions or negotiations withwith respect to Parent, any Person relating to any Acquisition Proposal or Acquisition Inquirythe Company.
Appears in 1 contract
No Solicitation; Acquisition Proposals. (a) Stockholder Company shall -------------------------------------- not, and nor shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause it permit any of its other Affiliates Subsidiaries to, nor shall it authorize (and shall use its best efforts not to permit) any affiliate, officer, director or Persons acting on its employee of, or their behalf (including employeesany investment banker, investment bankers, attorneys, accountants attorney or other agentsadvisor or representative of, "Representatives"Company or any of its Subsidiaries to, (i) not tosolicit or initiate, or encourage, directly or indirectly, any inquiries relating to, or the submission of, any Acquisition Proposal, (Aii) solicitparticipate in any discussions or negotiations regarding any Acquisition Proposal, initiateor in connection with any Acquisition Proposal, endorse or knowingly encourage furnish to any Person any information or data with respect to or access to the properties of Company or any of its Subsidiaries, or take any other action to knowingly facilitate the submission or announcement making of any Acquisition Proposal proposal that constitutes, or Acquisition Inquiry or any proposals or offers that constitute or would may reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an any Acquisition Proposal or Acquisition Inquiry, (Ciii) engage in discussions or negotiations with enter into any Person agreement with respect to any Acquisition Proposal or Acquisition Inquiry, approve or (D) approve, recommend or enter into, resolve to approve any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, howeverthat nothing -------- ---- contained in this Section 6.5 or any other provision hereof shall prohibit Company or Company's Board of Directors from (i) taking and disclosing to Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act, that in each of the foregoing clauses or (A)-(D)ii) making such disclosure to Company's stockholders as, in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal good faith judgment of Company's Board of Directors, after consultation with outside counsel, is required under, or is necessary to comply with, applicable law, provided that Company may not, except as permitted by Section 6.5(b), withdraw -------- ---- or modify, or propose to withdraw or modify, its position with respect to the CompanyOffer or the Merger or approve or recommend, the Stockholder or propose to approve or recommend any Acquisition Proposal, or enter into any agreement with respect to any Acquisition Proposal. Upon execution of its Representatives shall not be prohibited from participating in this Agreement, Company will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to a possible tender any of the foregoing. Notwithstanding the foregoing, prior to the time of acceptance of Shares for payment pursuant to the Offer, Company may furnish information concerning its business or its Subsidiaries, properties or assets to any person or group and support, voting or similar agreement may negotiate and participate in connection discussions and negotiations with such Acquisition Proposal if and only if, and following the Company’s receipt of such person or group concerning an Acquisition Proposal, provided that such person or group shall have entered into a confidentiality agreement, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response confidentiality provisions of which shall be no more favorable to such Acquisition Proposal pursuant to and third party than those provided for in accordance with the terms of Section 6.2(a) of the Merger Letter Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiry.if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Information Advantage Inc)
No Solicitation; Acquisition Proposals. (a) Stockholder shall notThe Company will, and shall will cause each of its Subsidiaries, controlled Affiliates, Affiliates and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "Representatives") not to, directly or indirectly, (A) solicit, initiate, endorse or knowingly encourage or knowingly facilitate the submission or announcement of any Acquisition Proposal or Acquisition Inquiry or any proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated all existing discussions and negotiations with any existing solicitation parties conducted heretofore with respect to, or that would reasonably be expected to lead to, any Competing Proposal, terminate all physical and electronic data room access previously granted to any such parties and their Representatives and request the prompt return or destruction of all confidential information previously furnished in connection therewith. Except as expressly permitted by this Section 5.7, the Company will not, and will cause each of its Representatives, its Subsidiaries and its controlled Affiliates not to, from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1, directly or indirectly through another Person, (i) solicit, initiate, knowingly encourage or facilitate any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to, any Competing Proposal, (ii) engage in any discussions or negotiations with (other than to state they are not permitted to engage in discussions), or furnish any non-public information relating to the Company or any of its Subsidiaries to, or afford access to the books or records of the Company or its Subsidiaries to, any Person concerning a possible Competing Proposal or that, to the Knowledge of the Company, is seeking to make, or has made, a Competing Proposal, (iii) approve, recommend or enter into any agreement in principle, acquisition agreement, merger agreement, letter of intent or other similar contract (whether or not binding) relating to any Competing Proposal (an “Alternative Acquisition Agreement”), other than a confidentiality agreement as permitted by Section 5.7(b), or (iv) authorize any of, or discussions commit or negotiations with, agree to do any Person relating to any Acquisition Proposal or Acquisition Inquiryof the foregoing.
Appears in 1 contract
No Solicitation; Acquisition Proposals. (a) Stockholder Except as otherwise provided in this Section 14.2, from the Effective Date until the Closing or earlier termination of this Agreement, Parent shall not, and shall cause each of its controlled Affiliates, subsidiaries and its and their respective officers and directors (if applicable) not to, and will instruct shall not authorize and shall use commercially reasonable best efforts to cause any other Representatives of Parent or any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "Representatives") subsidiaries not to, directly or indirectly, (Ai) solicit, initiate, endorse or knowingly encourage or knowingly facilitate the submission any inquiry, proposal or announcement of any Acquisition Proposal offer that constitutes, or Acquisition Inquiry or any proposals or offers that constitute or would could reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition (an "Inquiry"), (Cii) enter into, continue or otherwise participate or engage in any negotiations or discussions regarding, or negotiations with furnish to any Person with respect to other than Buyer or its Representatives any non-public information or data in furtherance of, any Acquisition Proposal or Inquiry, (iii) approve, recommend, declare advisable or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share exchange agreement, consolidation agreement, option agreement, joint venture agreement, partnership agreement or other agreement, in each case related to an Acquisition InquiryProposal (other than an Acceptable Confidentiality Agreement), or requiring or having the effect of requiring Parent to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby (each item referred to in this clause (iii), a "Alternative Acquisition Agreement"), or (Div) approve, recommend agree to or enter into, propose publicly to do any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreementforegoing. Stockholder Parent shall, and shall cause each of its Representatives subsidiaries to, and shall direct the Representatives of Parent and its subsidiaries to, (A) immediately cease and cause to be terminated any all existing solicitation of, or discussions or and negotiations with, with any Person relating and its Representatives (other than Buyer or any of its Representatives) conducted heretofore with respect to any Acquisition Proposal Proposal, and (B) not terminate, amend, release or Acquisition Inquirymodify any provision of any standstill agreement (including any standstill provisions contained in any confidentiality or other agreement) to which it or any of its Affiliates or Representatives is a party.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (FRP Holdings, Inc.)
No Solicitation; Acquisition Proposals. (a) Stockholder From the date hereof until the termination hereof, and except as expressly permitted by the following provisions of this Section 6.5, the Company will not, nor will it permit any of its subsidiaries to, nor will it authorize or permit any officer, director or employee of or any investment banker, attorney, accountant or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as defined in Section 9.11(a)), (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to the Company or any of its subsidiaries, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal or (iii) enter into any agreement with respect to an Acquisition Proposal (other than a confidentiality agreement as described below); provided, however, that nothing contained in this Section 6.5(a) shall notprohibit the Company Board from, prior to receipt of the Company Requisite Vote, furnishing information to, or entering into discussions or negotiations with, any person that makes an unsolicited bona fide written Acquisition Proposal if, and only to the extent that (A) the Company Board, after considering applicable provisions of state law and after consultation with outside legal counsel, determines in good faith that such action is necessary for the Company Board to discharge properly its fiduciary duties to the Company's stockholders under applicable Law, (B) the Company Board determines in good faith that such Acquisition Proposal, if accepted, is reasonably likely to be consummated taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal, and believes in good faith, after consultation with an independent, nationally recognized financial advisor and after taking into account the strategic benefits to be derived from the Merger and the long term prospects of Parent and its subsidiaries, would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the Merger, and for which the Company Board determines in its good faith judgment (after such consultation) that financing, to the event required, is then committed or reasonably available (any such more favorable Acquisition Proposal being referred to herein as a "SUPERIOR PROPOSAL"), and (C) prior to taking such action, the Company (x) provides reasonable notice to Parent to the effect that it is taking such action and (y) receives from such person an executed confidentiality/standstill agreement in reasonably customary form and in any event containing terms at least as stringent in all material respects as those contained in the Confidentiality Agreement between Parent and the Company as of the date hereof. Prior to providing any information to or entering into discussions or negotiations with any person in connection with an Acquisition Proposal by such person, the Company shall notify Parent of any Acquisition Proposal (including, without limitation, the material terms and conditions thereof or amendments or supplements thereto and the identity of the person making it) as promptly as practicable (but in no case later than 24 hours) after its receipt thereof, and shall cause each thereafter inform Parent on a prompt basis of its controlled Affiliatesthe status of any discussions or negotiations with such a third party, and any material changes to the terms and conditions of such Acquisition Proposal. Immediately after the execution and delivery of this Agreement, the Company will, and will cause its subsidiaries and affiliates, and their respective officers and directors (if applicable) not toofficers, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf (including directors, employees, investment bankers, attorneys, accountants or and other agents, "Representatives") not agents to, directly or indirectlycease and terminate any existing activities, (A) solicit, initiate, endorse or knowingly encourage or knowingly facilitate the submission or announcement of any Acquisition Proposal or Acquisition Inquiry or any proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person parties conducted heretofore with respect to any Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an possible Acquisition Proposal; provided, however, . The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in each the first sentence hereof of the foregoing clauses (A)-(Dobligations undertaken in this Section 6.5(a), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiry.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ak Steel Holding Corp)
No Solicitation; Acquisition Proposals. Between the date hereof and the Closing (a) Stockholder or earlier termination of this Agreement pursuant to ARTICLE VIII), each of Xxxxx Xxxxx, Xxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx and the Company shall not, and shall cause each of the Sellers’, the Company’s and its controlled Subsidiaries’ respective Affiliates, directors, employees, agents and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf representatives (including employeesany investment banker, investment bankersfinancial advisor, attorneysattorney or accountant retained by Sellers, accountants the Company or other agents, "Representatives"any Subsidiary) not toto not, directly or indirectly, initiate, solicit or knowingly encourage any Acquisition Proposal, or furnish any information to any other Person with respect to, or agree to, any Acquisition Proposal. Between the date hereof and the Closing (Aor earlier termination of this Agreement pursuant to ARTICLE VIII), each Seller other than those listed in the preceding sentence shall not, and shall cause such Seller’s Affiliates and their respective directors, employees, agents and representatives (including any investment banker, financial advisor, attorney or accountant retained by such Seller) solicitto not, directly or indirectly, initiate, endorse solicit or knowingly encourage any Acquisition Proposal, or knowingly facilitate the submission furnish any information to any other Person with respect to, or announcement agree to, any Acquisition Proposal. Each Seller shall promptly notify Parent after receipt of any Acquisition Proposal or Acquisition Inquiry any request for information relating to the Company or any proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to Subsidiary by any Person in connection withwho has informed such Seller that such Person is considering making, or in response tohas made, an Acquisition Proposal (which notice shall identify the Person making, or considering making, such Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to Proposal and shall set forth the material terms of any Acquisition Proposal or Acquisition Inquiryreceived), or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement and each Seller shall keep Parent informed in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each reasonable detail of the foregoing clauses (A)-(D)terms, in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or status and other pertinent details of any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiryrequest.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ladenburg Thalmann Financial Services Inc)
No Solicitation; Acquisition Proposals. Between the date hereof and the Closing (a) Stockholder or earlier termination of this Agreement pursuant to ARTICLE IX), each of the Principal Shareholders and the Company shall not, and shall cause each of the Sellers’, the Company’s and its controlled Subsidiaries’ respective Affiliates, directors, employees, agents and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf representatives (including employeesany investment banker, investment bankersfinancial advisor, attorneysattorney or accountant retained by Sellers, accountants the Company or other agents, "Representatives"any Subsidiary) not toto not, directly or indirectly, initiate, solicit or knowingly encourage any Acquisition Proposal, or furnish any information to any other Person with respect to, or agree to, any Acquisition Proposal. Between the date hereof and the Closing (Aor earlier termination of this Agreement pursuant to ARTICLE IX), each Seller other than those listed in the preceding sentence shall not, and shall cause such Seller’s Affiliates and their respective directors, employees, agents and representatives (including any investment banker, financial advisor, attorney or accountant retained by such Seller) solicitto not, directly or indirectly, initiate, endorse solicit or knowingly encourage any Acquisition Proposal, or knowingly facilitate the submission furnish any information to any other Person with respect to, or announcement agree to, any Acquisition Proposal. Each Seller shall promptly notify Parent after receipt of any Acquisition Proposal or Acquisition Inquiry any request for information relating to the Company or any proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to Subsidiary by any Person in connection withwho has informed such Seller that such Person is considering making, or in response tohas made, an Acquisition Proposal (which notice shall identify the Person making, or considering making, such Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to Proposal and shall set forth the material terms of any Acquisition Proposal or Acquisition Inquiryreceived), or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement and each Seller shall keep Parent informed in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each reasonable detail of the foregoing clauses (A)-(D)terms, in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or status and other pertinent details of any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiryrequest.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ladenburg Thalmann Financial Services Inc)
No Solicitation; Acquisition Proposals. (a) Stockholder shall not, and shall cause each of its controlled Affiliates, and its and their respective officers and directors (if applicable) not to, and will instruct and use commercially reasonable efforts to cause any of its other Affiliates or Persons acting on its or their behalf (including employees, investment bankers, attorneys, accountants or other agents, "“Representatives"”) not to, directly or indirectly, (A) solicit, initiate, endorse or knowingly encourage or knowingly facilitate the submission or announcement of any Acquisition Proposal or Acquisition Inquiry or any proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) furnish or disclose any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (D) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, however, that in each of the foregoing clauses (A)-(D), in the event a Third Party submits an unsolicited bona fide written Acquisition Proposal to the Company, the Stockholder or any of its Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with such Acquisition Proposal if and only if, and following the Company’s receipt of such Acquisition Proposal, the Company Board determines that the Company and its representatives may engage in such discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with the terms of Section 6.2(a) of the Merger Agreement. Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Acquisition Proposal or Acquisition Inquiry.
Appears in 1 contract
