No Solicitation of Acquisition Proposals. The Stockholder shall not, and shall not authorize, permit or cause any of its employees, agents and representatives (including the Financial Advisor or any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, directly or indirectly, (i) initiate, solicit, or otherwise encourage any inquiries or the making of any proposal or offer with respect to an Acquisition Proposal or (ii) initiate or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Acquisition Proposal, whether made before or after the date of this Agreement, or otherwise facilitate any effort or attempt to make or implement or consummate an Acquisition Proposal. The Stockholder shall immediately communicate to Purchaser, to the same extent as is required by the Company pursuant to Section 8.9(c) of the Merger Agreement, the terms, and other information concerning, any proposal, discussion, negotiation or inquiry and the identity of the party making such proposal or inquiry which the Stockholder may receive in respect of any such Acquisition Proposal. Any action taken or omitted to be taken by the Company or any member of the Board of Directors of the Company, including any action taken by the Stockholder in the Stockholder's capacity as a director or officer of the Company, in accordance with Section 8.9(b) of the Merger Agreement shall be deemed not to violate this Section 6.
Appears in 6 contracts
Samples: Tender and Stockholder Support Agreement (Krueger Frederick R), Stockholder Support Agreement (Flipside Acquisition Corp), Stockholder Support Agreement (Flipside Acquisition Corp)
No Solicitation of Acquisition Proposals. The Each Stockholder shall ---------------------------------------- not, and shall not authorize, permit or cause any of its its, directors, officers, employees, agents agents, representatives and representatives advisors (including the Financial Advisor or any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, directly or indirectly, (i) solicit, initiate, solicit, knowingly encourage (including by way of furnishing information) or otherwise encourage take any inquiries or action to facilitate the making submission of any proposal inquiries, proposals or offer with respect to offers (whether or not in writing) from any person relating to, other than the transactions contemplated by the Merger Agreement, an Acquisition Proposal or (ii) initiate enter into or engage participate in any discussions or negotiations concerningregarding any Acquisition Proposal, or provide furnish to any confidential other person any information with respect to the Company's business, properties or data to, or have any discussions with, any person or entity relating to assets in connection with an Acquisition Proposal, whether made before or after the date of this Agreementotherwise cooperate in any way with, or otherwise participate in or knowingly assist, facilitate or encourage any effort or attempt by any other person to make do or implement or consummate an Acquisition Proposalseek any of the foregoing. The Each Stockholder shall immediately communicate to Purchaser, to the same extent as is required by the Company pursuant to Section 8.9(c8.8(b) of the Merger Agreement, the terms, and other information concerning, any proposal, discussion, negotiation or inquiry and the identity of the party making such proposal or inquiry which the such Stockholder may receive in respect of any such Acquisition Proposal. Any action taken or omitted to be taken by the Company or any member of the Board of Directors of the Company, including any action taken by the Stockholder in the Stockholder's capacity as a director or officer of the Company, in accordance with Section 8.9(b) of the Merger Agreement shall be deemed not to violate this Section 6.
Appears in 3 contracts
Samples: Stockholder Support Agreement (Telocity Delaware Inc), Stockholder Support Agreement (Telocity Delaware Inc), Support Agreement (Hughes Electronics Corp)
No Solicitation of Acquisition Proposals. The Each Stockholder shall ---------------------------------------- not, and shall not authorize, permit or cause any of its employees, agents and representatives (including the Financial Advisor or any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, directly or indirectly, (i) initiate, solicit, or otherwise encourage any inquiries or the making of any proposal or offer with respect to an Acquisition Proposal or (ii) initiate or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Acquisition Proposal, whether made before or after the date of this Agreement, or otherwise facilitate any effort or attempt to make or implement or consummate an Acquisition Proposal. The Each Stockholder shall immediately communicate to Purchaser, to the same extent as is required by the Company pursuant to Section 8.9(c8.11(c) of the Merger Agreement, the terms, and other information concerning, any proposal, discussion, negotiation or inquiry and the identity of the party making such proposal or inquiry which the such Stockholder may receive in respect of any such Acquisition Proposal. Any action taken or omitted to be taken by the Company or any member of the Board of Directors of the Company, including any action taken by the Stockholder in the such Stockholder's capacity as a director or officer of the Company, in accordance with Section 8.9(b8.11(b) of the Merger Agreement shall be deemed not to violate this Section 6.
Appears in 3 contracts
Samples: Support Agreement (Avery Dennison Corporation), Tender and Stockholder Support Agreement (Stimsonite Corp), Tender and Stockholder Support Agreement (Quad-C Inc)
No Solicitation of Acquisition Proposals. The Each Stockholder shall not, and shall not authorize, permit or cause any of its employees, agents and representatives (including the Financial Advisor or any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, directly or indirectly, (i) initiate, solicit, or otherwise encourage any inquiries or the making of any proposal or offer with respect to an Acquisition Proposal or (ii) initiate or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Acquisition Proposal, whether made before or after the date of this Agreement, or otherwise facilitate any effort or attempt to make or implement or consummate an Acquisition Proposal. The Each Stockholder shall immediately communicate to Purchaser, to the same extent as is required by the Company pursuant to Section 8.9(c8.10(c) of the Merger Agreement, the terms, and other information concerning, any proposal, discussion, negotiation or inquiry and the identity of the party making such proposal or inquiry which the such Stockholder may receive in respect of any such Acquisition Proposal. Any action taken or omitted to be taken by the Company or any member of the Board of Directors of the Company, including any action taken by the Stockholder in the Stockholder's capacity as a director or officer of the Company, in accordance with Section 8.9(b8.10(b) of the Merger Agreement shall be deemed not to violate this Section 6.
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