No Solicitation; Exclusivity. None of the Sellers or their respective affiliates, officers, directors, representatives or agents, shall, directly or indirectly, encourage, solicit, participate in, or initiate discussions or negotiations with, or provide any information to, any person (other than Purchaser and its affiliates and representatives) concerning any merger, sale of all or substantially all assets, sale of equity interests or similar transactions involving the Company or a Company Subsidiary, except as specifically contemplated by this Agreement. Sellers shall, and shall cause their respective affiliates, officers, directors, representatives or agents to, deal exclusively with Purchaser and its designated representatives and agents regarding the transactions contemplated by this Agreement or any other acquisition of or investment in the Company or any of its assets or properties.
No Solicitation; Exclusivity. From the date hereof until the Closing Date, neither the Company nor any of the Equityholders shall, and the Company shall cause the Company’s Affiliates, directors, officers, agents, and other Representatives acting on behalf or at the direction of the Company or the Equityholders (including any investment banker, financial advisor, attorney or accountant) not to, directly or indirectly, initiate any contact with, solicit, encourage, cooperate with or enter into or continue any negotiations, understandings or agreements with any third party (including any Equityholder or Affiliate of an Equityholder) with respect to or in connection with, or furnish or disclose any non-public information regarding the Company to any third party in connection with, (i) any offer or proposal to acquire (whether in a single transaction or a series of related transactions) any direct or indirect equity or other ownership interests in the Company or its assets or (ii) any merger, consolidation, share exchange, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, in each case other than the transactions contemplated by this Agreement. The Company and each Equityholder shall as promptly as practicable, but in any event within 24 hours, advise the Buyer orally and in writing of any inquiry, request for non-public information or proposal by a third party regarding any such transaction which it receives after the date hereof, and shall disclose to Buyer the terms and conditions of any such proposal or inquiry in reasonable detail (and a copy of such proposal or inquiry if it was made in writing). Promptly after the execution of this Agreement, the Company shall notify the Persons listed in the first sentence of this Section of the restrictions set forth in this Section, and the Company shall be deemed to have breached this Section 8.6 if any of such Persons take(s) any action that the Company is obligated to cause such Person not to take.
No Solicitation; Exclusivity. (a) Except for the Financing Discussions, Parent shall, and shall cause each of its Subsidiaries and Affiliates and each of its and their Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons (other than Seller and its Representatives) conducted on or prior to the Agreement Date with respect to any Parent Acquisition Proposal, and shall promptly after the Agreement Date instruct each Person that has in the twelve months prior to the Agreement Date executed a confidentiality agreement relating to a Parent Acquisition Proposal with or for the benefit of Parent or any of its Subsidiaries to promptly return or destroy, in accordance with the terms of such confidentiality agreement, all information, documents and materials relating to the Parent Acquisition Proposal or to Parent or any of its Subsidiaries and their business previously furnished by or on behalf of Parent or any of its Subsidiaries or any of their Representatives to such Person or such Person’s Representatives. Parent shall not terminate, waive, amend or modify any provision of, or grant permission under, any standstill or confidentiality agreement to which Parent or any of its Subsidiaries is a party, and Parent or any of its Subsidiaries shall enforce the provisions of each such agreement.
No Solicitation; Exclusivity. From and after the date hereof until the earlier of (x) the Closing and (y) the termination of this Agreement in accordance with Section 6.1 hereof, the Purchaser shall, and shall instruct and cause its Affiliates and its and their Representatives to, cease immediately any existing discussions or negotiations regarding any proposal or offer, in a single transaction or series of related transactions, for the direct or indirect acquisition of Dell or for the acquisition of beneficial ownership of any shares of Dell’s capital stock other than the proposal contemplated in the preamble of this Agreement (an “Alternative Proposal”). Additionally, from and after the date hereof until the earlier of (x) the Closing and (y) the termination of this Agreement in accordance with Section 6.1 hereof, the Purchaser shall not, and shall instruct and cause its Affiliates and its and their Representatives not to (i) solicit, initiate, knowingly encourage (including by way of furnishing Confidential Information regarding Parent or any of its Subsidiaries), participate in or otherwise facilitate, any inquiries, proposals or offers from any Person or “group” (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”) (other than the Parent and its Subsidiaries) that constitute, or could reasonably be expected to result in, an Alternative Proposal, (ii) provide any equity, debt or other financing (including, without limitation, any sale-leaseback, receivables factoring or other off balance sheet financing) in connection with any Alternative Proposal, (iii) enter into any agreement or arrangement that contemplates a merger, consolidation, share exchange or other business combination, reorganization, recapitalization, liquidation or similar transaction, in each case, with respect to Dell and a third-party; (iv) enter into any sale, lease, exchange, transfer or other similar disposition of any assets of Dell or its Subsidiaries other than in the ordinary course of business consistent with past practice; and/or (v) grant any proxy or enter into or agree to be bound by any voting trust with respect to any equity securities of Dell or enter into any agreements or arrangements of either kind with any Person with respect to any equity securities of Dell inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other stockhol...
No Solicitation; Exclusivity. None of the Sellers or their respective affiliates, officers, directors, representatives or agents, shall, directly or indirectly, encourage, solicit, participate in, or initiate discussions or negotiations with, or provide any information to, any person (other than Purchaser and its affiliates and representatives) concerning any merger, sale of all or substantially all assets, sale of equity interests or similar transactions involving the Company or a Company Subsidiary, except as specifically contemplated by this Agreement. Sellers shall, and shall cause their respective affiliates, officers, directors, representatives or agents to, deal exclusively with Purchaser and its designated representatives and agents regarding the transactions contemplated by this Agreement or any other acquisition of or investment in the Company or any of its assets or properties. 9. Conditions Precedent to Closing. (a) Conditions to Purchaser’s Obligations. Purchaser’s obligation to consummate the transactions contemplated by this Agreement at the Closing is subject to the satisfaction (or waiver by Purchaser) at or prior to Closing of the following conditions precedent: (i)
No Solicitation; Exclusivity. From the date hereof until the Closing Date, neither the Company nor any Seller or Owner shall, and shall not permit any of their respective Representatives or Affiliates to, except as contemplated by this Agreement, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into any transaction involving a merger, consolidation, business combination, purchase or disposition of any material assets of the Company or any of its Subsidiaries (other than in the Ordinary Course of Business) or any capital stock or other equity interests of the Company or any of its Subsidiaries (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Company or its Subsidiaries in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. The Company and the Sellers and the Owners shall (and the Company shall cause its Subsidiaries to), and shall cause their respective Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than the Purchaser) conducted heretofore with respect to any of the foregoing.
No Solicitation; Exclusivity. (a) Except for the completion of the ongoing negotiations with BD with respect to licensing ,certain Proprietary Rights of Alamar, neither Alamar nor AccuMed nor any of their subsidiaries, affiliates or representatives shall, directly or indirectly, encourage, solicit, participate in, initiate or continue discussions or negotiations with, or provide any information to, any Person (other than any of the parties to this Agreement and their subsidiaries, affiliates and representatives) concerning any merger, sale of assets, sale of shares of capital stock or similar transactions involving any of the parties to this Agreement, and any existing discussions or negotiations with third persons relating thereto shall be terminated immediately.
No Solicitation; Exclusivity. (a) From and after the date of this Agreement, Seller and Whitehall shall not, and shall cause each of their respective directors, officers, agents, or advisers (including, without limitation, financial advisers, consultants, attorneys and accountants) (collectively, “Representatives”) not to: (i) directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiry, proposal or offer by any person other than Parent and Purchaser with respect to any direct or indirect sale of the businesses and/or assets of the Group or the Joint Venture (whether by merger, reorganization, share exchange, consolidation or similar transaction involving any entity of the Group or the Joint Venture or by a tender or exchange offer for any equity interests in any member of the Group or the Joint Venture or any sale and purchase of any significant portion of the consolidated assets of the Group) or the Joint Venture to such other person (any such inquiry, proposal or offer, a “Competing Proposal”) or (ii) directly or indirectly, have any discussions with, or provide any confidential information or data to, or engage in negotiations with any person, other than Parent or Purchaser with respect to any Competing Proposal.
No Solicitation; Exclusivity. Each of Zeecol and Green Dragon agree that neither it nor any of its affiliates, agents, officers, directors, counsel or advisers shall, directly or indirectly, engage in any discussions or negotiations with any persons other than the other party, supply any persons other than the parties hereto with financial or other operating information or enter into an agreement with any persons other than the other party, for the purpose of or resulting in the furtherance of a sale, transfer or disposition of capital shares or assets by either party, at any time prior to the Closing Date.
No Solicitation; Exclusivity. (a) From and after the date of this Agreement and continuing until the Closing or, if earlier, the valid termination of this Agreement in accordance with Article VII, the Seller shall not, and shall not permit or authorize any of its Subsidiaries or any Representative of the Seller or any of its Subsidiaries, directly or indirectly, to (i) solicit, initiate, endorse, knowingly encourage or knowingly facilitate any inquiry, proposal or offer with respect to, or the making or 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 any information or data with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or (iii) resolve, agree or propose to do any of the foregoing. As of the date of this Agreement, the Seller shall, and shall cause each of its Subsidiaries and the Representatives of the Seller and each of its Subsidiaries to, (A) immediately cease and cause to be terminated all existing discussions and negotiations with any Person conducted theretofore with respect to any Acquisition Proposal or potential Acquisition Proposal and (B) request the prompt return or destruction of all confidential information previously furnished with respect to any Acquisition Proposal or potential Acquisition Proposal.
