No Solicitation of Acquisition Proposal Sample Clauses

No Solicitation of Acquisition Proposal. (a) Agribrands shall not, directly or indirectly, take any action to (1) encourage (including by way of furnishing nonpublic information), solicit, initiate or facilitate any Agribrands Acquisition Proposal (as defined in Section 6.10(c)), (2) enter into any agreement with respect to any Agribrands Acquisition Proposal or (3) participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Agribrands Acquisition Proposal; provided, however, that if the Board of Directors of Agribrands determines in good faith, after consultation with outside counsel, that it is necessary to do so to discharge properly its fiduciary duties to shareholders, Agribrands may, in response to an Agribrands Acquisition Proposal that such Board determines in good faith is reasonably likely to result in an Agribrands Superior Proposal (as defined in Section 6.10(c)), and subject to such party's compliance with Section 6.10(b), (A) furnish information with respect to Agribrands to the person making such Agribrands Acquisition Proposal pursuant to a customary confidentiality agreement the terms of which are no more favorable to the other party to such confidentiality agreement than those in place with Ralcorp and (B) participate in discussions with respect to such Agribrands Acquisition Proposal. It is expressly understood and agreed that with respect to the foregoing proviso, Agribrands' legal and financial advisors shall be able to make inquiries, and engage in discussions, with any party that has made an Agribrands Acquisition Proposal (and such party's legal and financial advisors) in order to elicit information to allow the Board of Directors of Agribrands to determine in good faith if such Agribrands Acquisition Proposal is reasonably likely to result in an Agribrands Superior Proposal.
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No Solicitation of Acquisition Proposal. Neither the Big --------------------------------------- Stuff Shareholders, Big Stuff, Parent nor any of their Associates shall, directly or indirectly, make, encourage, facilitate, solicit, assist or initiate any inquiry or proposal, or provide any information to or participate in any negotiations with, any Person or group other than the parties to this Agreement and their Associates relating to any of the following transactions ("EXTRAORDINARY TRANSACTIONS"): (i) liquidation, dissolution, recapitalization, share exchange, business combination, merger or consolidation of Big Stuff or Parent or an Active Parent Subsidiary, (ii) sale of a significant amount of assets of Big Stuff or Parent or an Active Parent Subsidiary, (iii) purchase or sale of shares of capital stock of Big Stuff or Parent or an Active Parent Subsidiary, or (iv) any similar actions or transactions involving Big Stuff or Parent or an Active Parent Subsidiary (other than the Merger and the transactions contemplated by this Agreement, the Company Acquisition Agreement and the Web Acquisition Agreement), or agree to or consummate any Extraordinary Transaction. Each of Parent and Big Stuff shall immediately inform the other party of any inquiry, proposal, or request for information or offer (including the terms thereof and the Person making such inquiry, proposal, request or offer) which it may receive in respect of an Extraordinary Transaction and provide Parent and Big Stuff with a copy of any such written inquiries, proposals, requests for information and offers, and thereafter keep Parent and Big Stuff fully informed of the status and details thereof. The provisions of this Section 6.7 shall not apply to the sale of the CLEC Operations by ----------- Parent or any Active Parent Subsidiary as contemplated by Section 5.11 ------------ hereof or to the WorldPages Acquisition.
Sample 1See All (4)
No Solicitation of Acquisition Proposal. (a) BFP shall, and shall direct and use reasonable efforts to cause its officers, directors, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal (as hereinafter defined). BFP shall not, nor shall it permit any of the BFP Subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any BFP Subsidiary to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Acquisition Proposal or (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; provided, however, that if, at any time prior to the Effective Time, the Board of Directors of BFP determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to BFP's stockholders under applicable Law, BFP may, in response to an Acquisition Proposal which was not solicited subsequent to the date hereof, and subject to compliance with Section 4.9(c), (x) furnish information with respect to BFP and the BFP Subsidiaries to any person pursuant to a customary confidentiality agreement (as determined by BFP after consultation with its outside counsel) and (y) participate in negotiations regarding such Acquisition Proposal. "
Sample 1
No Solicitation of Acquisition Proposal. From and after the date of this Agreement and up to and including the termination of this Agreement in accordance with Section 8.1, without the prior written consent of the Buyer, the Seller will not, and will not authorize or permit any of its representatives, agents or Affiliates to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the
Sample 1Sample 2
No Solicitation of Acquisition Proposal. Unless Parent, Web and the Web Shareholders shall otherwise agree in advance, in writing, neither the Web Shareholders, Web, Parent nor any of their Associates shall, directly or indirectly, make, encourage, facilitate, solicit, assist or initiate any inquiry or proposal, or provide any information to or participate in any negotiations with, any Person or group other than the parties to this Restated Agreement and their Associates relating to any of the following transactions ("EXTRAORDINARY TRANSACTIONS"): (i) liquidation, dissolution, recapitalization, share exchange, business combination, merger or consolidation of Web or Parent or an Active Parent Subsidiary; (ii) sale of a significant amount of assets of Web or Parent or an Active Parent Subsidiary; (iii) purchase or sale of shares of capital stock of Web or Parent or an Active Parent Subsidiary; or (iv) any similar actions or transactions involving Web or Parent or an Active Parent Subsidiary (other than the Merger and the transactions contemplated by this Restated Agreement, the Restated Company Agreement and the Restated Big Stuff Agreement), or agree to or consummate any Extraordinary Transaction. Each of Parent and Web shall immediately inform the other party of any inquiry, proposal, or request for information or offer (including the terms thereof and the Person making such inquiry, proposal, request or offer) which it may receive in respect of an Extraordinary Transaction and provide the other party with a copy of any such written inquiries, proposals, requests for information and offers, and thereafter keep the other party fully informed of the status and details thereof. The parties hereto acknowledge and agree that the provisions of this SECTION 6.7 shall not apply to: (a) the sale of the CLEC Operations by Parent or any Active Parent Subsidiary; or (b) to the acquisition of Big Stuff or the Company; or (c) any communications between or actions by Parent (or any Parent subsidiary), the Company and ICL, acting jointly, on the one hand, and any Person not a party to this Restated Agreement, on the other hand, which occurred prior to the date that this Restated Agreement becomes effective pursuant to SECTION 1.2 hereof.
Sample 1
No Solicitation of Acquisition Proposal. B-26 6.8 RESIGNATIONS................................................ B-26 6.9 CONFIDENTIALITY............................................. B-26 ARTICLE VII--CONDITIONS TO CLOSING................................. B-27 7.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY TO CLOSING.......... B-27 7.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF SHAREHOLDERS AND COMPANY................................................... B-29 7.3 ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF PARENT.......... B-30 ARTICLE VIII--TERMINATION AND ABANDONMENT.......................... B-31 8.1 TERMINATION................................................. B-31 8.2 PROCEDURE UPON TERMINATION.................................. B-32 ARTICLE IX--SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.................................................. B-32 9.1 INDEMNIFICATION BY THE WEB SHAREHOLDERS..................... B-32 9.2 METHOD OF ASSERTING CLAIMS.................................. B-33 9.3 THIRD PARTY CLAIMS.......................................... B-33 9.4 SURVIVAL.................................................... B-34 9.5 LIMITATIONS................................................. B-35 9.6 THE REPRESENTATIVE.......................................... B-35 9.7 INDEMNIFICATION BY THE PARENT............................... B-36 ARTICLE X--MUTUAL RELAEASE......................................... B-37 10.1 MUTUAL RELEASE OF ALL CLAIMS................................ B-37
Sample 1
No Solicitation of Acquisition Proposal. Stockholder, solely in its capacity as a stockholder of the Company, shall not, and shall instruct its Representatives not to: (a) directly or indirectly solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing nonpublic information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (b) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal (other than, solely in response to an inquiry, proposal or offer by a Person to refer such Person to the restrictions of the Merger Agreement and this Section 8.5 so long as the discussion or response is limited to such referral) or (c) provide any nonpublic information of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Merger Sub, or any designees of Parent or Merger Sub) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer, or proposal that constitutes an Acquisition Proposal. Stockholder shall, and shall instruct its Representatives to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Merger Sub, or any designees of Parent or Merger Sub) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal. Without limiting the generality of Section 9.12 below, if Stockholder is a director or officer of the Company, the foregoing provisions of this Section 8.5 shall not prevent Stockholder from taking any action with respect to any Acquisition Proposal permitted in accordance with Section 7.2 of the Merger Agreement or any other provisions of the Merger Agreement.
Sample 1
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No Solicitation of Acquisition Proposal. Section 7.7 of the APA is hereby amended as follows:
Sample 1
No Solicitation of Acquisition Proposal. Until the earlier of (x) the Closing and (y) the termination of this Agreement, neither the Companies nor Seller will, and will not permit or authorize any of its or their Representatives to, directly or indirectly, take any of the following actions with any Person other than Buyer without the prior written consent of Buyer: (i) solicit, initiate, facilitate or encourage, or furnish information with respect to a Company or Seller in connection with, any inquiry, proposal or offer with respect to an Acquisition Proposal; (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third Person with respect to any Acquisition Proposal; or (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal or requiring Seller or a Company to abandon, terminate or refrain from consummating a transaction with Buyer. The Companies and Seller shall, and shall cause each of its and their Affiliates to, immediately cease any discussions or negotiations existing as of the Effective Date with any third Person relating to any Acquisition Proposal, and shall request that all confidential information furnished on behalf of the Companies ​ or Seller to any such Persons be returned.
Sample 1

Related to No Solicitation of Acquisition Proposal

  • 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.

  • Notification of Acquisition Proposals If the Company or any of its Subsidiaries receives, or, to the knowledge of the Company, any of their respective Representatives, receives, any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary, the Company shall promptly notify the Purchaser, at first orally, and then within 24 hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request and shall provide the Purchaser with copies of all documents, correspondence or other material (whether in writing or electronic form) received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser promptly informed of the status of developments and negotiations with respect to any Acquisition Proposal or any inquiry, proposal, offer or request which may reasonably be expected to lead to an Acquisition Proposal, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the Purchaser copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

  • Notification of Unsolicited Acquisition Proposals (i) As promptly as practicable (but in any event within one business day) after any of Avanex or Oplink's respective officers, directors or representatives (including any investment banker, attorney or accountant retained by it or any of its subsidiaries) receives or becomes aware of the receipt of any Acquisition Proposal by Avanex or Oplink, as the case may be, or any request for nonpublic information or inquiry which Avanex or Oplink, as the case may be, reasonably believes could lead to an Acquisition Proposal, Avanex or Oplink, as the case may be, shall provide the other party hereto with written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The recipient of the Acquisition Proposal, request or inquiry shall keep the other party hereto informed as promptly as practicable (but in any event within one (1) business day) in all material respects of the status and details (including all amendments or proposed amendments) of any such Acquisition Proposal, request or inquiry and shall promptly (but in any event within one (1) business day) provide to the other party hereto a copy of all written and electronic materials subsequently provided in connection with such Acquisition Proposal, request or inquiry.

  • Acquisition Proposal “Acquisition Proposal” shall mean any offer or proposal (other than an offer or proposal made or submitted by Parent) contemplating or otherwise relating to any Acquisition Transaction.

  • Acquisition Proposals Except as otherwise provided in this Section 5.10, Seller agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or encourage any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:

  • Takeover Proposal 43 Tax.........................................................................26

  • No Solicitation During the Term, each Signatory Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Extraordinary Transaction, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Extraordinary Transaction or (iii) enter into any agreement with respect to any Extraordinary Transaction or approve or resolve to approve any Extraordinary Transaction. Upon execution of this Agreement, each Signatory Stockholder shall, and it shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Signatory Stockholder will promptly notify Parent of the existence of any proposal, discussion, negotiation or inquiry received by such Signatory Stockholder, and each Signatory Stockholder will immediately communicate to Parent the terms of any proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Parent copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation.

  • Exclusivity; Acquisition Proposals Unless and until this Agreement will have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.5, INT'X.xxx will not (and will use its reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Parent and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of INT'X.xxx's business, assets or capital stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any Person other than Parent or its representatives concerning INT'X.xxx's business or properties or afford to any Person other than Parent or its representatives access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'X.xxx may furnish or cause to be furnished information concerning INT'X.xxx and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'X.xxx may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'X.xxx shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failure to take such action would be inconsistent with the fiduciary duties owed by the Board of Directors to the stockholders of INT'X.xxx under applicable law; and PROVIDED, FURTHER, that the Board of Directors of INT'X.xxx shall not take any of the foregoing actions referred to in clauses (a) through (d) without prior written notice to Parent with respect to such action. In the event that INT'X.xxx is contacted by any third party expressing an interest in discussing an Acquisition Transaction, INT'X.xxx will promptly notify Parent of such contact and the identity of the party so contacting INT'X.xxx.

  • Anti-Solicitation In light of the amount of sensitive and confidential information involved in the discharge of the Executive’s duties, and the harm to the Corporation that would result if such knowledge or expertise were disclosed or made available to a competitor, and as a reasonable step to help protect the confidentiality of such information, the Executive promises and agrees that during the Term of Employment and for a period of two (2) years thereafter, the Executive will not use the Company’s confidential information to, directly or indirectly, individually or as a consultant to, or as an employee, officer, shareholder, director or other owner or participant in any business, influence or attempt to influence the customers, vendors, suppliers, joint venturers, associates, consultants, agents, or partners of any entity within the Company Group, either directly or indirectly, to divert their business away from the Company Group, to any individual, partnership, firm, corporation or other entity then in competition with the business of any entity within the Company Group, and he will not otherwise materially interfere with any business relationship of any entity within the Company Group.

  • No Change in Recommendation or Alternative Acquisition Agreement The board of directors of the Company and each committee thereof shall not:

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