NO SOLICITATION OF ACQUISITION TRANSACTIONS Sample Clauses

NO SOLICITATION OF ACQUISITION TRANSACTIONS. Each of Marshalltown and the Marshalltown Subsidiaries will not directly or indirectly, through any director, officer, employee, agent, representative or otherwise, solicit, initiate or intentionally encourage submission of any inquiries, proposals or offers from any person or entity (other than HMN and the HMN Subsidiaries) relating to any merger, consolidation, share exchange, purchase or other acquisition of all or (other than in the ordinary course of business) any substantial portion of the assets of or any substantial equity interest in Marshalltown or the Bank or any business combination with Marshalltown or the Bank (collectively, an "Acquisition Transaction"), or participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to Marshalltown or the Bank or MSL or afford access to the properties, books or records of Marshalltown or the Bank for the purposes of, or cooperate with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person or entity to seek or effect an Acquisition Transaction, or enter into an agreement with any person or entity. Notwithstanding the foregoing, the restrictions set forth in this Agreement shall not prevent the Marshalltown Board from taking any of the following actions: (i) furnishing information concerning Marshalltown or (ii) negotiating with such third party concerning an Acquisition Transaction provided that all of the following events shall have occurred: (A) such third party has made a written proposal to the Marshalltown Board (which proposal may be conditional) to consummate an Acquisition Transaction which proposal identifies a price of range of values to be paid for the outstanding securities or substantially all of the assets of the Marshalltown, and if consummated, based on the advice of the Marshalltown's investment bankers, the Marshalltown Board has determined is financially more favorable to the stockholders of Marshalltown than the terms of the Merger (a "Superior Proposal"); (B) the Marshalltown Board has determined, based on the advice of its investment bankers, that such third party is financially capable of consummating such Superior Proposal; (C) the Marshalltown Board shall have determined, after consultation with its outside legal counsel, that the fiduciary duties of the Marshalltown Board require Marshalltown to furnish information to and negotiate with such third party; and (D) HMN shall have been not...
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NO SOLICITATION OF ACQUISITION TRANSACTIONS. 26 3.5 ACCESS TO INFORMATION; CONFIDENTIALITY..............................................................28 3.6
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NO SOLICITATION OF ACQUISITION TRANSACTIONS. After the date hereof and prior to the Effective Time or earlier termination of this Agreement, unless RELIASTAR shall otherwise agree in writing, SECURITY shall not, and shall not permit any of the SECURITY Subsidiaries to, initiate, solicit, negotiate, encourage, or provide confidential information or access to the properties, books or records of SECURITY or any of the SECURITY Subsidiaries to facilitate, and SECURITY shall, and shall cause each of the SECURITY Subsidiaries to, cause each officer, director or employee of, and each financial advisor, attorney, accountant or other agent retained by, SECURITY or any of the SECURITY Subsidiaries, not to initiate, solicit, negotiate, encourage, or provide confidential information or access to the properties, books or records of SECURITY or any of the SECURITY Subsidiaries to facilitate, any proposal or offer to acquire all or any substantial part of the business and properties of SECURITY and the SECURITY Subsidiaries, taken as a whole, or any capital stock of SECURITY or any of the SECURITY Subsidiaries, whether by merger, purchase of assets, tender offer or otherwise, and whether for cash, securities or any other consideration or combination thereof (such transactions, exclusive of an acquisition of assets that does not constitute substantially all of the assets of SECURITY and the SECURITY Subsidiaries taken as a whole, being referred to herein as "Acquisition Transactions"); provided, however, that:
Sample 1
NO SOLICITATION OF ACQUISITION TRANSACTIONS. Clinicor will not ------------------------------------------- directly or indirectly, through any director, officer, employee, agent, representative or otherwise, solicit, initiate or intentionally encourage submission of any inquiries, proposals or offers from any person or entity (other than Pegasus) relating to any merger, consolidation, share exchange, purchase or other acquisition of all or (other than in the ordinary course of business) any substantial portion of the assets of or any substantial equity interest in Clinicor or any business combination with Clinicor (collectively, an "Acquisition Transaction"), or participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to Clinicor or afford access to the properties, books or records of Clinicor for the purposes of, or cooperate with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person or entity to seek or effect an Acquisition Transaction; provided however, that (a) Clinicor may furnish or cause to be furnished any information with respect to Clinicor and its business, properties or assets, or afford access to the properties, books or records of Clinicor to a third party, (b) Clinicor may cooperate with, assist or engage in discussions or negotiations with a third party with respect to an Acquisition Transaction but in each case referred to in Clauses (a) and (b) of this Section 3.2, only to the extent that the Clinicor Board shall determine (after consultation with outside counsel knowledgeable in corporate fiduciary matters) that such action is necessary in order for the Clinicor Board to act in accordance with its fiduciary obligations under applicable law. Clinicor will promptly notify Pegasus if any such inquiry, proposal or offer, or any contact with any person or entity with respect thereto, is made, describing to Pegasus the substance thereof.
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NO SOLICITATION OF ACQUISITION TRANSACTIONS. 21 3.5 Access to Information. . . . . . . . . . . . . . . . . . . 22 3.6
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Related to NO SOLICITATION OF ACQUISITION TRANSACTIONS

  • 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.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

  • Notification of Acquisition Proposals From and after the date of this Agreement, the Company shall promptly (and in any event within 24 hours) notify the Offeror, at first orally and then in writing, of any proposal, inquiry, offer or request (or any amendment thereto) (a) constituting, relating to, or which could reasonably be expected to lead to, an Acquisition Proposal, (b) for discussions or negotiations relating to, or which could reasonably be expected to lead to, an Acquisition Proposal, or (c) for non-public information relating to the Company, any Company Subsidiary, Mineral Right or Property, for access to properties, books and records of the Company or any Company Subsidiary or for a list of Shareholders, in each case, of which the Company or its Representatives is or becomes aware. Such notice shall include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry, offer or request, (including any amendment thereto) and all written communications with such person, and shall include copies of any such proposal, inquiry, offer or request (or any amendment to any of the foregoing). The Company shall also provide such other details of the proposal, inquiry, offer or request (or any amendment to the foregoing) as the Offeror may request, acting reasonably. The Company shall keep the Offeror promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request, or any amendment to the foregoing, and will provide to the Offeror promptly all written communications with such person and will respond promptly to all inquiries by the Offeror with respect thereto.

  • Hostile Acquisitions Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors of such corporation or business entity.

  • Notification of Unsolicited Acquisition Proposals (i) As promptly as practicable (but in no event more than 48 hours) after the first officer or director of the Company becomes aware of the receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which the Board reasonably believes would lead to an Acquisition Proposal, the Company shall provide to Parent oral and 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 Company shall provide to Parent as promptly as practicable (but in no event more than 48 hours thereafter) oral and written notice setting forth all such information as is reasonably necessary to keep Parent informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and shall promptly provide to Parent a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry (to the extent such nonpublic information has not been previously so furnished).

  • 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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