Common use of No Solicitation of Acquisition Proposals Clause in Contracts

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.

Appears in 9 contracts

Samples: Tender and Stockholder Support Agreement (Flipside Acquisition Corp), Tender and Stockholder Support Agreement (Flipside Acquisition Corp), Tender and Stockholder Support Agreement (Flipside Acquisition Corp)

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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 (Flipside Acquisition Corp), Tender and Stockholder Support Agreement (Flipside Acquisition Corp), Tender and Stockholder Support Agreement (Krueger Frederick R)

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