No Solicitation of Acquisition Proposal. (a) ADSX and DA shall not, directly or indirectly, take any action to (1) encourage (including by way of furnishing nonpublic information), solicit, initiate or facilitate any DA Acquisition Proposal (as defined in subsection (c) of this Section), (2) enter into any agreement with respect to any DA 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 DA Acquisition Proposal; provided, however, that if the Board of Directors of ADSX determines in good faith, after consultation with outside counsel, that it is necessary to do so to discharge properly its fiduciary duties to stockholders, ADSX or DA may, in response to a DA Acquisition Proposal that such Board determines in good faith is reasonably likely to result in a DA Superior Proposal (as defined in subsection (c) of this Section), and subject to such party's compliance with subsection (b) of this Section, (A) furnish information with respect to DA or any of the Other Subsidiaries to the person making such DA 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 MAS and (B) participate in discussions with respect to such DA Acquisition Proposal. It is expressly understood and agreed that with respect to the foregoing proviso, ADSX's and DA's legal and financial advisors shall be able to make inquiries, and engage in discussions, with any party that has made a DA Acquisition Proposal (and such party's legal and financial advisors) in order to elicit information to allow the Board of Directors of ADSX and DA to determine in good faith if such DA Acquisition Proposal is reasonably likely to result in a DA Superior Proposal.
(b) ADSX will as promptly as practicable communicate to MAS any inquiry received by it relating to any potential DA Acquisition Proposal and the material terms of any proposal or inquiry, including the identity of the person and its affiliates making the same, that it may receive in respect of any such transaction, or of any such information requested from it or of any such negotiations or discussions being sought to be initiated with it.
No Solicitation of Acquisition Proposal. Unless Parent, Big Stuff and the Big Stuff Shareholders shall otherwise agree in advance, in writing, 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 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 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 Restated Agreement, the Restated Company Agreement and the Restated Web 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 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 Web 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.
No Solicitation of Acquisition Proposal. (a) OSI shall, and shall direct and use its reasonable best 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 OSI Acquisition Proposal. OSI shall not, nor shall it permit any of the OSI Subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisors, attorney, accountant or other representative retained by it or any of the OSI Subsidiaries 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 OSI Acquisition Proposal or (ii) participate in any discussions or negotiations regarding any OSI Acquisition Proposal; provided, however, that OSI may engage in discussions with, and furnish information concerning OSI and the OSI Subsidiaries and their businesses, properties and assets to, any third party which makes an OSI Acquisition Proposal prior to OSI obtaining the OSI Stockholder Approval only if the Board of Directors of OSI concludes in good faith after consultation with its outside counsel that such OSI Acquisition Proposal is superior, from a financial point of view, to the stockholders of OSI and that the failure to take such action would present a reasonable possibility of violating the fiduciary obligations of such Board of Directors to OSI’s stockholders under applicable Law; provided, further, however, that OSI shall not, and shall direct and use its commercially reasonable efforts to cause its officers, directors, employees, representatives and agents not to, enter into substantive discussions or disclose any confidential information to such third party without first entering into a confidentiality agreement on substantially the same terms as the confidentiality agreement between OSI and Buyer (and shall in each case provide all such information provided to the third party to Buyer). “OSI Acquisition Proposal” means any inquiry, proposal or offer from any Person relating to any direct or indirect acquisition or purchase of fifty percent (50%) or more of the assets of OSI or any of the OSI Subsidiaries, or fifty percent (50%) or more of any class of equity securities of OSI or any of the OSI Subsidiaries, any t...
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
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
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.
No Solicitation of Acquisition Proposal. Neither the --------------------------------------- Shareholders, the Company, Parent nor any of their respective affiliates (including, without limitation, directors, officers, employees, agents, representatives and shareholders or any affiliates or associates thereof) ("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 (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, exchange or consolidation of the Company or a Subsidiary or Parent or a Parent subsidiary, (ii) sale of a significant amount of assets of the Company or a Subsidiary or Parent or a Parent subsidiary, (iii) purchase or sale of shares of capital stock of the Company or a Subsidiary or Parent or a Parent subsidiary, or (iv) any similar actions or transactions involving the Company or a Subsidiary or Parent or a Parent subsidiary (other than the transactions contemplated by this Agreement), or agree to or consummate any Extraordinary Transaction. The parties hereto shall immediately inform Parent and the Company 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 Company with a copy of any such written inquiries, proposals, requests for information and offers, and thereafter keep Parent and Company fully informed of the status and details thereof. The provisions of this Section 6.8 shall not apply to the sale of the CLEC Operations by Parent ----------- or any Parent subsidiary as contemplated by Section 5.10 or to the ------------ WorldPages Acquisition.
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.
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.
No Solicitation of Acquisition Proposal. Section 7.7 of the APA is hereby amended as follows:
(a) Section 7.7(a) of the APA is hereby amended by adding the following sentence at the end of such Section: “Notwithstanding the foregoing, the Seller Parties and their Affiliates may communicate with a Person making an inquiry, offer or proposal solely for the purpose of determining if such inquiry, offer or proposal would be an Acquisition Proposal or a Permitted Transaction Proposal.”.
(b) Section 7.7(g)(iii) of the APA is hereby amended as follows:
(i) The phrase “the Closing hereunder” in clause (x) of such Section is replaced with the phrase “March 7, 2012”;
(ii) The phrase “in in” in clause (z) of such Section is replaced with the word “in”; and
(iii) The word “agrements” in clause (z) of such Section is replaced with the word “agreements”.
