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. (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.
(b) Seller 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 Parent and Buyer and their Representatives) conducted on or prior to the Agreement Date with respect to any Company Acquisition Proposal, and shall promptly after the Agreement Date instruct each Person that has in the twelve (12) months prior to the Agreement Date executed a confidentiality agreement relating to a Company Acquisition Proposal with or for the benefit of Seller 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 Company Acquisition Proposal or to Company and the Business previously furnished by or on behalf of Seller or Company or any of their Representatives to such Person or such Person’s Representatives. Neither Seller nor its Affiliates shall terminate, waive, amend or modify any provision of, or grant permission under, any sta...
No Solicitation; Exclusivity. From the date hereof until the Closing Date, none of Utah Holding, the Company nor any of the Sellers shall, and Utah Holding shall cause each Company Group Member, its Affiliates, directors, officers, agents, and other Representatives acting on behalf or at the direction of Utah Holding or its Affiliates or the Sellers (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 with respect to or in connection with, or furnish or disclose any non-public information regarding any Company Group Member 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 any Company Group Member or its assets or (ii) any merger, consolidation, share exchange, recapitalization, liquidation, dissolution or similar transaction involving any Company Group Member, in each case other than the transactions contemplated by this Agreement. The Company and each Seller shall as promptly as practicable, but in any event within 48 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 7.6 of the restrictions set forth in this Section 7.6, and Utah Holding and the Company shall be deemed to have breached this Section 7.6 if any of such Persons take(s) any action that Utah Holding and the Company are obligated to cause such Person not to take.
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. (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.
(b) Nothing contained in this Section 7.4 shall prevent Alamar or its Board of Directors from complying with the provisions of Rule 14e-2(a) and 14d-9 promulgated under the Exchange Act.
No Solicitation; Exclusivity. Except for those technical, business or other negotiations, transactions, or other activities that either party may undertake from time to time that are unrelated to the acquisition transaction contemplated under this Agreement, Parent, the Member, the Company and the Operating Subsidiary agree that from the date of this Agreement until the earlier of : (a) the Closing Date or (b) March 1, 2024 neither the Parent, the Member or the Company nor any of their affiliates, agents, officers, directors, members, counsel or advisers shall, directly or indirectly, engage in any discussions or negotiations with any persons or other entities of any kind other than the other parties to this Agreement, supply any persons other than the parties hereto with financial or other operating information, or enter into an agreement with any persons or entities of any kind other than the parties hereto for the sole purpose of or resulting in the furtherance of an acquisition, merger, or other transactions contemplated under this Agreement or solely for the sale, transfer or disposition of capital shares, at any time prior to the execution of the Acquisition Agreement without the prior written consent of the other party which such consent.
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. Between the date of this Agreement and the earlier to occur of the Closing Date or the termination of this Agreement pursuant to Section 9.1, neither the Company nor the Seller shall, and the Company and the Seller shall not permit any of their Affiliates, directors, officers, employees or Representatives to, directly or indirectly, (a) solicit or consider any inquiries, proposals or offers, or enter into agreements, relating to the disposition of the Purchased Shares, Assets or the Business of the Company, the merger or consolidation of the Company with any Person, the sale or exchange of any securities of the Company, or any other business combination, or (b) divulge or otherwise disclose any confidential information concerning the Business or the Assets to any third Person (other than in the Ordinary Course) or any details regarding the terms of this Agreement.
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) 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.
(b) Each of Seller and Whitehall shall, and shall cause its respective Representatives to terminate immediately any existing discussions or negotiations with any person other than Parent and Purchaser, conducted prior to the date of this Agreement with respect to any Competing Proposal. Seller and Whitehall shall take all necessary steps promptly to inform its respective Representatives of the obligations undertaken in this Section 7.4.
