No Solicitation; Board Recommendation. (a) From and after the date of this Agreement until the earlier to occur of the Acceptance Time and the termination of this Agreement in accordance with Article X, and except as otherwise specifically provided for in this Agreement, the Company shall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its officers, directors, Employees and Representatives not to (including by directing them not to), directly or indirectly, (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Person that may be ongoing with respect to any Company Acquisition Proposal, (ii) solicit, initiate or knowingly encourage any inquiry, proposal or offer which constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal, (iii) participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, its Affiliates and their respective Representatives) any nonpublic information relating to the Company and its Subsidiaries, in connection with any inquiry, proposal or offer which constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal, (iv) approve or recommend, or make any public statement approving or recommending, any inquiry, proposal or offer which constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal, (v) enter into any letter of intent, merger agreement or other similar agreement regarding or providing for a Company Acquisition Proposal or any proposal or offer which could reasonably be expected to lead to a Company Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in compliance with this Section 8.2) (each an “Alternative Acquisition Agreement”), (vi) submit any Company Acquisition Proposal to a vote of the stockholders of the Company or (vii) resolve or agree to do any of the foregoing. The Company agrees that in the event any Representative of the Company takes any action which, if taken by the Company, would constitute a breach of this Section 8.2, the Company shall be deemed in breach of this Section 8.2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Time Inc.), Agreement and Plan of Merger (Meredith Corp)
No Solicitation; Board Recommendation. (a) From and after The Company agrees that, during the period beginning on the date of this Agreement until and ending on and including September 30, 2002 or the earlier termination of this Agreement pursuant to occur Article XI, it shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, investment banker, attorney, accountant, affiliate, agent or other advisor or representative of the Acceptance Time Company or any of its Subsidiaries, directly or indirectly, to (and the Company will instruct its officers, directors, employees, investment bankers, attorneys, affiliates, accountants, agents and other advisors and representatives of the Company and each of its Subsidiaries not to) (i) take any action to submit, solicit, initiate, discuss, facilitate or encourage the submission of any Proposal from any Person relating to a sale, lease or encumbrance of all or any material portion of the business or assets of the Company and/or of its Subsidiaries (whether by merger, sale of stock or assets, tender offer or otherwise), or issue, deliver or sell, or authorize the issuance, delivery or sale of, any shares of its capital stock of any class or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such capital stock or any such convertible securities, other than to FNIS and/or its Subsidiaries and the issuance of Company Common Shares upon the exercise of presently outstanding vested stock options (which shall be deemed to include the Special Options granted on May 4, 2001 as set forth in Section 4.5 of the Company Disclosure Schedule) or presently outstanding warrants (other than warrants to be terminated as of the Closing as provided for in this Agreement) (collectively, a "Competing Transaction") (ii) engage in any negotiations or discussions regarding, or furnish to any Person any non-public information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any Proposal that constitutes, or may be reasonably expected to lead to, any Competing Transaction, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company's equity securities, (iv) except as required by the HSR Act or federal securities laws, disclose to any Person other than FNIS and the Company's professional advisors the material terms of the transactions contemplated hereby or of the Letter of Intent by and between FNIS and the Company dated May 15, 2002, or (v) other than in the manner contemplated by Section 7.3(d), enter into any agreement with respect to any of the foregoing; provided, however, that the Company may take any actions described in the foregoing clauses (i), (ii), (iii), (iv) or (v) in respect of any Person who makes a Proposal for a Competing Transaction, but only if (x) the Board of Directors of the Company by a majority vote determines in its good faith judgment, that either (A) such Proposal constitutes a Superior Proposal and provides written notice of termination of this Agreement in accordance with Article X, Section 7.3(d) and except as otherwise specifically provided for in this Agreement, the Company shall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its officers, directors, Employees and Representatives not to (including by directing them not to), directly or indirectly, (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Person that may be ongoing with respect to any Company Acquisition Proposal, (ii) solicit, initiate or knowingly encourage any inquiry, proposal or offer which constitutesSection 11.1, or (B) such Proposal could reasonably be expected to lead to, result in a Company Acquisition Superior Proposal, and (iiiy) participate in prior to furnishing any discussions or negotiations regardingnon-public information to such Person, or furnish to any such Person (other than Parent, its Affiliates and their respective Representatives) any nonpublic information relating shall have entered into a confidentiality agreement with the Company on terms no less favorable to the Company and its Subsidiaries, in connection with any inquiry, proposal or offer which constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal, (iv) approve or recommend, or make any public statement approving or recommending, any inquiry, proposal or offer which constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal, (v) enter into any letter of intent, merger agreement or other similar agreement regarding or providing for a Company Acquisition Proposal or any proposal or offer which could reasonably be expected to lead to a Company Acquisition Proposal (other than an Acceptable the Mutual Confidentiality Agreement entered into in compliance with this Section 8.2) (each an “Alternative Acquisition Agreement”), (vi) submit any Company Acquisition Proposal to a vote of the stockholders of by and between the Company or and FNIS dated as of May 7, 2002 (vii) resolve or agree to do any of the foregoing. The Company agrees that in the event any Representative of the Company takes any action which, if taken by the Company, would constitute a breach of this Section 8.2, the Company shall be deemed in breach of this Section 8.2"Confidentiality Agreement").
Appears in 1 contract
No Solicitation; Board Recommendation. (a) From and after the date of this Agreement until the earlier to occur of the Acceptance Time and the termination of this Agreement in accordance with Article X, and except as otherwise specifically provided for in this Agreement, the Company Seller Parent shall not, and shall cause its Subsidiaries the other Seller Parties and their respective Affiliates not to, and shall use its reasonable best efforts to cause its officers, directors, Employees and Representatives not to (including by directing them not to), directly or indirectly, (i) continue any solicitation, knowing encouragement, discussions directly or negotiations with any Person that may be ongoing with respect to any Company Acquisition Proposal, (ii) indirectly solicit, initiate or knowingly encourage any inquiryencourage, proposal induce or offer which constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal, facilitate (iii) participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, its Affiliates and their respective Representatives) any including by way of furnishing nonpublic information relating to the Company and its Subsidiaries, in connection with any inquiry, proposal or offer which constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal, (iv) approve or recommend, or make any public statement approving or recommendinginformation), any inquiry, proposal or offer which constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal, (v) enter into any letter of intent, merger agreement or other similar agreement regarding or providing for a Company Acquisition Competing Proposal or any inquiry or proposal or offer which that could reasonably be expected to lead to a Company Acquisition Competing Proposal, in each case, except for this Agreement and the Transactions, (ii) directly or indirectly engage in, continue or otherwise participate in any discussions or negotiations with any Person (except for Purchaser and its Affiliates) regarding, or furnish to any such Person, any nonpublic information with respect to, or afford access to properties, books or records to any Person in connection with or for the purpose of soliciting or knowingly encouraging or facilitating, or cooperate in any way with any such Person with respect to, any Competing Proposal or any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer (including any inquiry, proposal or offer to its shareholders) that constitutes or could reasonably be expected to lead to a Competing Proposal, or (iii) grant any waiver or release under or knowingly fail to enforce any confidentiality, standstill or similar agreement in respect of a proposed Competing Proposal, unless the Seller Parent Board of Directors concludes in good faith (after consultation with outside legal counsel) that a failure to take any action described in this clause (iii) would be inconsistent with the Board’s fiduciary duties to Seller Parent stockholders under applicable Law. Seller Parent shall, and shall cause the other than an Acceptable Confidentiality Agreement entered into in compliance Seller Parties and their respective Affiliates to, immediately cease and cause to be terminated all existing discussions or negotiations with this Section 8.2any Person (except for Purchaser and its Affiliates) conducted heretofore with respect to any Competing Proposal, request the prompt return or destruction of all confidential information previously furnished and immediately terminate all physical and electronic data room access previously granted to any such Person. Notwithstanding anything to the contrary herein, at any time prior to obtaining the CDR Stockholder Approval (each an “Alternative Acquisition Agreement”but not after), (vi) submit any Company Acquisition in response to the receipt of a written Competing Proposal to a vote made after the date of the stockholders of the Company or (vii) resolve or agree to do any of the foregoing. The Company agrees this Agreement that in the event any Representative of the Company takes any action which, if taken by the Company, would constitute does not result from a breach of this Section 8.25.10(a) by a Seller Party or Affiliate of a Seller Party) that the Seller Parent Board of Directors determines in good faith (after consultation with outside legal counsel and its financial advisor) constitutes or would reasonably be expected to lead to a Superior Proposal, then Sellers may (1) furnish information with respect to the Company shall be deemed Acquired Properties and Acquired Interests to the Person making such Competing Proposal pursuant to a customary confidentiality agreement, and (2) participate in breach discussions regarding the terms of this Section 8.2such Competing Proposal, including terms of a definitive agreement with respect thereto, and the negotiation of such terms with the Person making such Competing Proposal.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Cedar Realty Trust, Inc.)
