Common use of No Solicitation, Etc Clause in Contracts

No Solicitation, Etc. (a) The Corporation shall not, and shall cause its officers, directors, employees, agents, legal and financial advisors, and Affiliates not to, directly or indirectly, initiate or solicit any Alternative Transaction. The Corporation immediately shall cease and cause to be terminated any activities, discussions, or negotiations conducted prior to the date of this Agreement with any parties other than the Partnership with respect to any Alternative Transaction. (b) The Corporation shall not, and shall cause each of its officers, directors, employees, agents, legal and financial advisors, and Affiliates not to, directly or indirectly, consider, recommend or accept any proposal to effectuate, or participate in any negotiations or discussions regarding, or furnish any information with respect to, or otherwise cooperate in any way in connection with, or assist or participate in, facilitate or encourage, any effort or attempt to effect, any Alternative Transaction; provided that the Corporation may provide information or undertake such discussions or negotiations in connection with or consider, recommend or accept an unsolicited, bona fide written offer from a Person other than the Partnership to effect an Alternative Transaction if the Board of Directors of the Corporation reasonably and in good faith determines, based on advice of its outside counsel, that the failure to provide such information to or undertake such discussions or negotiations with the Person submitting, or to consider, recommend or accept, such unsolicited written offer could cause the members of the Corporation's Board of Directors to breach their fiduciary duties under applicable laws. (c) The Corporation promptly shall communicate to the Partnership the terms of any proposal that it may receive in respect of any Alternative Transaction, and the 41 Corporation shall keep the Partnership informed as to the status of any actions, including negotiations or discussions or the provision of information, taken pursuant to subsection (b) of this Section 6.2. (d) In the event that the Corporation recommends or accepts, or executes any letter of intent, agreement in principle or definitive agreement concerning, any Alternative Transaction, (i) the Partnership shall be entitled to terminate this Agreement, and (ii) the Corporation shall make a payment to the Partnership of $1 million in cash upon consummation of the Alternative Transaction as to which the Partnership has exercised its termination right under Section 6.2(d)(i) or, if such Alternative Transaction is not consummated, upon consummation of any other Alternative Transaction (other than any other Alternative Transaction which is either (i) a sale by the Corporation of its capital stock which is not intended to and does not result in a change in control of the Corporation or (ii) a tender offer or exchange offer for less than 50% of the Corporation's outstanding stock which is not solicited or encouraged by the Corporation's Board of Directors) that is consummated within 12 months following the date on which the Partnership exercised its termination right under Section 6.2(d)(i).

No Solicitation, Etc. Prior to the Closing: (a) The Corporation Seller Parties shall notnot directly or indirectly make, solicit, initiate, consider, discuss, respond to or encourage submission of proposals or offers from any Persons (i) relating to any liquidation, dissolution, recapitalization, merger, consolidation or acquisition or purchase of all or substantially all of the Assets of, or any equity interest in, Seller or any other similar transaction or business combination, or (ii) relating to a transaction that would conflict with or impede the Transactions in any material respect. The Seller Parties shall cease immediately and cause to be terminated all Contracts, negotiations and communications with third parties with respect to the foregoing, if any, existing on the date hereof and shall promptly notify Buyer of each such termination. The Seller Parties shall cause its their Affiliates and each of their and their Affiliate’s directors, partners, officers, directors, employees, agents, legal and financial advisors, counsel and Affiliates any Person retained or engaged by the Seller Parties to assist in the analysis, the arranging or negotiation of the Transactions to comply with each of the covenants contained in this Section 6.2; and (b) The Seller Parties shall not toparticipate, directly or indirectly, initiate or solicit any Alternative Transaction. The Corporation immediately shall cease and cause to be terminated any activities, discussions, or negotiations conducted prior to the date of this Agreement with any parties other than the Partnership with respect to any Alternative Transaction. (b) The Corporation shall not, and shall cause each of its officers, directors, employees, agents, legal and financial advisors, and Affiliates not to, directly or indirectly, consider, recommend or accept any proposal to effectuate, or participate in any negotiations or discussions regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way in connection with, or assist or participate in, facilitate or encourageassist, any effort or attempt by any other Person to effect, do or seek any Alternative Transaction; provided that the Corporation may provide information or undertake such discussions or negotiations in connection with or consider, recommend or accept an unsolicited, bona fide written offer from a Person other than the Partnership to effect an Alternative Transaction if the Board of Directors of the Corporation reasonably activities referred to in Section 6.2(a) hereof with respect to the Seller or the Business or the Buyer. Should the Seller Parties receive any proposal, inquiry or contact about the sale of Seller or the Business or any of the other activities referred to in Section 6.2(a) hereof, the Seller Parties shall by the close of the next Business Day give written notice thereof to Buyer and in good faith determines, based on advice of its outside counsel, that the failure to also shall promptly provide Buyer with such information to regarding such proposal, inquiry or undertake such discussions or negotiations with the Person submitting, or to consider, recommend or accept, such unsolicited written offer could cause the members of the Corporation's Board of Directors to breach their fiduciary duties under applicable lawscontact as Buyer may request. (c) The Corporation promptly shall communicate to the Partnership the terms of any proposal that it may receive in respect of any Alternative Transaction, and the 41 Corporation shall keep the Partnership informed as to the status of any actions, including negotiations or discussions or the provision of information, taken pursuant to subsection (b) of this Section 6.2. (d) In the event that the Corporation recommends or accepts, or executes any letter of intent, agreement in principle or definitive agreement concerning, any Alternative Transaction, (i) the Partnership shall be entitled to terminate this Agreement, and (ii) the Corporation shall make a payment to the Partnership of $1 million in cash upon consummation of the Alternative Transaction as to which the Partnership has exercised its termination right under Section 6.2(d)(i) or, if such Alternative Transaction is not consummated, upon consummation of any other Alternative Transaction (other than any other Alternative Transaction which is either (i) a sale by the Corporation of its capital stock which is not intended to and does not result in a change in control of the Corporation or (ii) a tender offer or exchange offer for less than 50% of the Corporation's outstanding stock which is not solicited or encouraged by the Corporation's Board of Directors) that is consummated within 12 months following the date on which the Partnership exercised its termination right under Section 6.2(d)(i).

No Solicitation, Etc. Alliance shall not (a) The Corporation shall notand will -------------------- cause each of the executive officers and members of its executive management, as identified in Alliance's Annual Report to Stockholders for the fiscal year ended April 30, 1996 (collectively, "Alliance's Executives"), and shall cause its officers, directors, employees, agents, legal and financial advisors, advisors and Affiliates not to) directly or indirectly make, solicit, encourage, initiate or enter into any agreement or agreement in principle, or announce any intention to do any of the foregoing, with respect to any offer or proposal to acquire all or a substantial part of its or its Subsidiaries' business and properties or any of its or its Subsidiaries' capital stock whether by merger, purchase of assets, tender offer or otherwise (an "Alternative Transaction"). Alliance shall not (and will cause each of Alliance's Executives, directors, legal and financial advisors and Affiliates not to), directly or indirectly, initiate or solicit any Alternative Transaction. The Corporation immediately shall cease and cause to be terminated any activities, discussions, or negotiations conducted prior to the date of this Agreement with any parties other than the Partnership with respect to any Alternative Transaction. (b) The Corporation shall not, and shall cause each of its officers, directors, employees, agents, legal and financial advisors, and Affiliates not to, directly or indirectly, consider, recommend or accept any proposal to effectuate, or participate in any negotiations or discussions regarding, or furnish any information with respect to, or otherwise cooperate in any way in connection with, or assist or participate in, facilitate or encourage, any effort or attempt to effect or seek to effect, any Alternative Transaction; provided that the Corporation may provide information or undertake such discussions or negotiations in connection Transaction with or consider, recommend or accept involving any person other than LaTex unless Alliance shall have received an unsolicited, bona fide unsolicited written offer from a Person other than the Partnership to effect an Alternative Transaction if which, in the Board of Directors of the Corporation reasonably and in good faith determines, based on advice exercise of its outside counselfiduciary duty after consideration of advice from its legal and financial advisors, that the failure to provide such information to or undertake such discussions or negotiations with the Person submitting, or to consider, recommend or accept, such unsolicited written offer could cause the members of the CorporationAlliance's Board of Directors determines is likely to breach their fiduciary duties under applicable laws. (c) The Corporation be more beneficial to the Alliance Stockholders than the Merger. Alliance will promptly shall communicate to the Partnership LaTex the terms of any proposal that which it may receive in respect of any Alternative Transaction, such transaction and the 41 Corporation shall will keep the Partnership LaTex informed as to the status of any actions, including negotiations or discussions or the provision of informationdiscussions, taken pursuant to subsection the preceding sentence. Nothing contained herein shall preclude Alliance from continuing negotiations to acquire certain assets and companies which have been previously disclosed to LaTex (b) of this Section 6.2. (d) In the event "Potential Additional Transactions"); provided, -------- however, that the Corporation recommends or accepts, or executes terms of any letter Potential Additional Transaction shall have been ------- disclosed in writing and are acceptable to LaTex prior to the execution of intent, agreement in principle or a definitive agreement concerningwith respect to such assets or companies and further provided that any agreement by Alliance to acquire such assets or companies pursuant to any Potential Additional Transaction shall require the issuance of a fairness opinion by Rothschild Natural Resources LLC; and further provided that if LaTex fails or refuses to accept the terms of any Potential Additional Transaction disclosed to it in writing by Alliance, any such Potential Additional Transaction shall not constitute an Alternative Transaction, (i) but if Alliance determines to proceed with a Potential Alternative Transaction, the Partnership terms of which have not been accepted by LaTex, LaTex shall be entitled have the absolute right to terminate this AgreementAgreement pursuant to Section 11.1(1), and (ii) the Corporation in which event neither --------------- party shall make a payment have any further obligation or liability to the Partnership of $1 million other as more particularly described in cash upon consummation of the Alternative Transaction as to which the Partnership has exercised its termination right under Section 6.2(d)(i) or, if such Alternative Transaction is not consummated, upon consummation of any other Alternative Transaction (other than any other Alternative Transaction which is either (i) a sale by the Corporation of its capital stock which is not intended to and does not result in a change in control of the Corporation or (ii) a tender offer or exchange offer for less than 50% of the Corporation's outstanding stock which is not solicited or encouraged by the Corporation's Board of Directors) that is consummated within 12 months following the date on which the Partnership exercised its termination right under Section 6.2(d)(i11.3(a).. ---------------

No Solicitation, Etc. (a) The Corporation shall notPrior to the Closing: 6.2.1 Company agrees that neither it nor any of its officers, directors and Representatives shall, and that it shall use its reasonable commercial efforts to cause its employees and other agents not to (and shall not authorize any of them to) directly or indirectly, (i) solicit, initiate, encourage, knowingly facilitate or induce any inquiry with respect to, or the making, submission or announcement of, any liquidation, dissolution, recapitalization, merger, consolidation or acquisition of or purchase of all or substantially all of the assets of, or any material equity interest in, Company or any other similar transaction or business combination (each, other than the transactions contemplated hereby, an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal with respect to itself or a breach of this Agreement, (iii) engage in discussions with any Person with respect to any Acquisition Proposal with respect to itself, except as to the existence of the terms contained in this Section 6.2.1, (iv) approve, endorse or recommend any Acquisition Proposal with respect to itself or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby with respect to itself. Company shall cease immediately and cause to be terminated all contracts, negotiations and communications with third parties with respect to the foregoing, if any, existing on the date hereof and shall promptly notify SCT of each such termination. Notwithstanding the immediately preceding sentence, if an unsolicited Acquisition Proposal, or an unsolicited written expression of interest that can reasonably be expected to lead to a Acquisition Proposal, shall be received by the Board of Directors of Company, then, to the extent the Board of Directors of Company, excluding any directors affiliated with SCT (the "Independent Board"), believes in good faith (after consultation with its financial advisor) that such Acquisition Proposal would, if consummated, result in a transaction materially more favorable to the Stockholders from a financial point of view than the transaction contemplated by the Agreement (any such materially more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal") and the Independent Board determines in good faith after consultation with outside legal counsel that it is necessary for the Independent Board to comply with its fiduciary duties to stockholders under applicable law, (i) Company and its officers, directors, employees, agentsagents and Representatives may furnish in connection therewith information and take such other actions as are consistent with the fiduciary obligations of the Independent Board, legal and financial advisors(ii) the Independent Board may consider, and Affiliates not tonegotiate, directly or indirectlyapprove, initiate or solicit any Alternative Transaction. The Corporation immediately shall cease and cause to be terminated any activities, discussions, or negotiations conducted prior recommend to the date Stockholders or enter into an agreement in respect of such Superior Proposal and (iii) such actions shall not be considered a breach of this Section 6.2 or any other provisions of this Agreement (but will be subject to the provisions of Section 3.3.1(f) hereof). Company shall cause its Representatives to comply with each of the covenants contained in this Section 6.2; 6.2.2 Should the Company receive any parties proposal, inquiry or contact about any of the other activities referred to in Section 6.2.1 hereof, Company shall by the close of the next Business Day give written notice thereof to SCT and also shall promptly provide SCT with such information regarding such proposal, inquiry or contact as SCT may request; and 6.2.3 Company shall not accept, approve, recommend to the Stockholders or enter into any agreement in respect of an Acquisition Proposal (an "Acquisition Proposal Acceptance") (other than a confidentiality agreement) on the Partnership basis that it would constitute a Superior Proposal unless (i) it has provided SCT with respect to any Alternative Transaction. (b) The Corporation shall nota copy of the Acquisition Proposal document which the Independent Board has determined would be a Superior Proposal, and (ii) five Business Days shall cause each have elapsed from the later of its officersthe date SCT received notice of Company's proposed determination to accept, directors, employees, agents, legal and financial advisors, and Affiliates not to, directly or indirectly, considerapprove, recommend or accept any proposal to effectuateenter into an agreement in respect of such Acquisition Proposal, or participate in any negotiations or discussions regarding, or furnish any information with respect to, or otherwise cooperate in any way in connection with, or assist or participate in, facilitate or encourage, any effort or attempt to effect, any Alternative Transaction; provided that and the Corporation may provide information or undertake such discussions or negotiations in connection with or consider, recommend or accept an unsolicited, bona fide written offer from date SCT received a Person other than the Partnership to effect an Alternative Transaction if the Board of Directors copy of the Corporation reasonably and Acquisition Proposal. During such five Business Day period, Company acknowledges that SCT shall have the opportunity, but not the obligation, to offer to amend the terms of this Agreement. The Independent Board will review any offer by SCT to amend the terms of this Agreement in good faith in order to determine, in its discretion in the exercise of its fiduciary duties, whether SCT's offer upon acceptance by Company would result in the Acquisition Proposal not being a Superior Proposal. If the Independent Board so determines, based on advice of its it will enter into an amended agreement with SCT reflecting SCT's amended proposal. If the Independent Board continues to believe, in good faith and after consultation with financial advisors and outside counsel, that the failure to provide such information to or undertake such discussions or negotiations with the Person submittingAcquisition Proposal is nonetheless a Superior Proposal, or to consider, recommend or accept, such unsolicited written offer could cause the members of the Corporation's Board of Directors to breach their fiduciary duties under applicable laws. (c) The Corporation promptly shall communicate to the Partnership the terms of any proposal that it may receive in respect of any Alternative Transaction, and the 41 Corporation shall keep the Partnership informed as to the status of any actions, including negotiations or discussions or the provision of information, taken pursuant to subsection (b) of this Section 6.2reject SCT's amended proposal. (d) In the event that the Corporation recommends or accepts, or executes any letter of intent, agreement in principle or definitive agreement concerning, any Alternative Transaction, (i) the Partnership shall be entitled to terminate this Agreement, and (ii) the Corporation shall make a payment to the Partnership of $1 million in cash upon consummation of the Alternative Transaction as to which the Partnership has exercised its termination right under Section 6.2(d)(i) or, if such Alternative Transaction is not consummated, upon consummation of any other Alternative Transaction (other than any other Alternative Transaction which is either (i) a sale by the Corporation of its capital stock which is not intended to and does not result in a change in control of the Corporation or (ii) a tender offer or exchange offer for less than 50% of the Corporation's outstanding stock which is not solicited or encouraged by the Corporation's Board of Directors) that is consummated within 12 months following the date on which the Partnership exercised its termination right under Section 6.2(d)(i).