No Solicitation of Alternate Transaction. HCI and its Subsidiaries will not, directly or indirectly, and will use its reasonable best efforts to cause its officers, directors and agents not to solicit, initiate or deliberately encourage submission of proposals or offers from any person relating to any acquisition or purchase of all or a material amount of the assets of, or any equity interest in, HCI or any merger, consolidation or business combination with HCI; provided, however, that consistent with its fiduciary obligations under applicable law as advised by counsel, HCI may participate in any discussions or negotiations regarding, and may furnish to any other person information with respect to, any of the foregoing. HCI shall promptly notify ALC if any such proposal or offer, or any inquiry or contact with any person with respect thereto, is made.
No Solicitation of Alternate Transaction. Prior to the Closing or termination of this Agreement, Seller, its directors, officers and employees, independent contractors, consultants, counsel, accountants, investment advisors and other representatives and agents will not, directly or indirectly, solicit or entertain offers from, negotiate with, provide any information to, enter into any agreement with, or in any manner encourage, discuss, accept or consider any proposal of, any third party relating to the acquisition of Seller, its assets or business, in whole or in part.
No Solicitation of Alternate Transaction. Between the date of this Agreement and the Closing Date, Seller shall not, and shall ensure that, its directors, members, officers, partners, employees, independent contractors, consultants, counsel, accountants, investment advisors and other representatives and agents shall not, directly or indirectly, solicit offers from, negotiate with, provide any nonpublic information to, enter into any agreement with, or in any manner encourage, accept or consider any proposal of, any third party relating to the acquisition of Seller, any of its assets (except in the ordinary course of business) or Business, in whole or in part, whether through a tender offer (including a self-tender offer), exchange offer, merger, consolidation, sale of substantial assets or of a significant amount of assets, sale of securities, acquisition of any of Seller’s securities, liquidation, dissolution or similar transaction involving Seller (each, a “Prohibited Transaction”). Seller shall promptly inform Acquirors of any such inquiry, the name of the third party making such inquiry and the terms of any proposal. In the event Seller enters into a Prohibited Transaction, Seller shall reimburse Acquirors for all of its costs and expenses related to the transactions contemplated by this Agreement, without limiting the other rights of Acquirors under any Law.
No Solicitation of Alternate Transaction. Until July 31, 2000 and, ---------------------------------------- after the occurrence of the First Closing, until the earlier of (i) the date FATA exercise its Put Option pursuant to Section 6.1; or (ii) the date on which FATA informs the Company that it does not intend to proceed with the Second Closing; or (iii) November 30, 2000, the Controlling Stockholders and Company shall not, and shall each use its best efforts to ensure that Company's stockholders and Company directors, officers and employees, independent contractors, consultants, counsel, accountants, investment advisors, and other representatives and agents shall not, directly or indirectly, solicit, initiate, or encourage discussions or negotiations with, provide any nonpublic information to, or enter into any agreement with, any third party concerning (or concerning the business of the Company in connection with) any tender offer (including a self tender offer), exchange offer, merger, consolidation, sale of substantial assets or of a significant amount of assets, sale of securities, acquisition of a beneficial ownership of or the right to vote securities representing any voting power or (except as permitted herein) Capital Stock of the Company, liquidation, dissolution, or similar transactions involving Company or any division of Company.
No Solicitation of Alternate Transaction. So long as Seller’s Assets shall be in Escrow under this Agreement, Seller shall not, and shall ensure its directors, officers and employees, independent contractors, consultants, counsel, accountants, investment advisors and other representatives and agents do not, directly or indirectly, solicit, initiate or encourage discussions or negotiations with, provide any nonpublic information to, or enter into any agreement with, any third party concerning Seller’s Assets. During such Escrow, Seller shall immediately inform Buyer of any unsolicited offer regarding Seller’s Assets, including the terms thereof and the identity of the person or entity making such offer.
No Solicitation of Alternate Transaction. Parent and Seller will not, and will ensure that their respective directors, officers, employees, independent contractors, consultants, counsel, accountants, investment advisors and other representatives and agents will not, directly or indirectly, solicit offers from, negotiate with, provide any nonpublic information to, enter into any agreement with, or in any manner encourage, accept or consider any proposal of, any third party relating to the acquisition of the Aesthetics Business or the Subsidiaries or their assets or businesses, in whole or in part, whether through a merger, consolidation, sale of substantial assets or of a significant amount of assets, sale of securities, liquidation, dissolution or similar transactions involving Seller or either Subsidiary or any division of Seller or either Subsidiary (such proposals, announcements or transactions being called herein “Acquisition Proposals”).
No Solicitation of Alternate Transaction. From the date of this Agreement until Closing or termination as provided in Article 7 hereof, the Seller will not, and will ensure that the Company, its directors, officers and employees, independent contractors, consultants, counsel, accountants, investment advisors and other representatives and agents will not, directly or indirectly, solicit or entertain offers from, negotiate with, provide any nonpublic information to, enter into any agreement with, or in any manner encourage, discuss, accept or consider any proposal of, any third party relating to the acquisition of the Company, its assets or business, in whole or in part. The Company will promptly inform the Buyer of any written inquiry (including the terms thereof and the identity of the third party making such inquiry) which it may receive in respect of the above and furnish to the Buyer a copy of any such written inquiry.
No Solicitation of Alternate Transaction. Until this Agreement has been terminated in accordance with Section 7 hereof, the Sellers will not, and will ensure that, the Company, its directors, officers and employees, independent contractors, consultants, counsel, accountants, investment advisors and other representatives and agents will not, directly or indirectly, solicit or entertain offers from, negotiate with, provide any nonpublic information to, enter into any agreement with, or in any manner encourage, discuss, accept or consider any proposal of, any third party relating to the acquisition of the Company, its assets or business, in whole or in part, whether through a tender offer (including a self tender offer), exchange offer, merger, consolidation, sale of substantial assets or of a significant amount of assets, sale of securities, acquisition of the Company's securities, liquidation, dissolution or similar transactions involving the Company or any division of the Company (such proposals, announcements or transactions being called herein "ACQUISITION PROPOSALS"). The Company will promptly inform the Buyer of any inquiry (including the terms thereof and the identity of the third party making such inquiry) which it may receive in respect of an Acquisition Proposal and furnish to the Buyer a copy of any such written inquiry. Notwithstanding any other provisions in this Agreement to the contrary, in the event that the Sellers or the Company breach their obligations under this Section and the transactions contemplated by this Agreement are not consummated with the Buyer, the Sellers and the Company, jointly and severally, shall pay the Buyer all of its out-of-pocket fees and expenses actually and reasonably incurred in connection with the negotiation, preparation, execution and performance of the transactions contemplated hereby. Such payment is due and payable immediately upon breach of this Section by the Sellers or the Company and is in addition to all other rights and remedies of the Buyer available at law or in equity, including injunctive relief under Section 9.13 herein.
No Solicitation of Alternate Transaction. Seller will not, and will ensure that the Company, its directors, officers and employees, independent contractors, consultants, counsel, accountants, investment advisors and other representatives and agents will not, directly or indirectly, solicit or entertain offers from, negotiate with, provide any nonpublic information to, enter into any agreement with, or in any manner encourage, discuss, accept or consider any proposal of, any third party relating to the acquisition of the Company, its assets or business, in whole or in part, whether through a tender offer (including a self tender offer), exchange offer, merger, consolidation, sale of substantial assets or of a significant amount of assets, sale of securities, acquisition of the Company's securities, liquidation, dissolution or similar transactions involving the Company or any division of the Company (such proposals, announcements or transactions being called herein "Acquisition Proposals"). The Company will promptly inform the Buyer of any inquiry (including the terms thereof and the identity of the third party making such inquiry) which it may receive in respect of an Acquisition Proposal and furnish to the Buyer a copy of any such written inquiry.
No Solicitation of Alternate Transaction. From the execution of this Agreement until the Closing Date or earlier termination of this Agreement, LCI will not, and will use its best efforts to ensure that LCI's directors, officers and employees, independent contractors, consultants, counsel, accountants, investment advisors and other representatives and agents will not, directly or indirectly, solicit, initiate or encourage discussions or negotiations with, provide any nonpublic information to, or enter into any agreement with, any third party concerning (or concerning the business of LCI and its Subsidiaries in connection with) any tender offer (including a self tender offer), exchange offer, merger, consolidation, sale of substantial assets or of a significant amount of assets, sale of securities, acquisition of beneficial ownership of or the right to vote securities representing more than five percent (5%) of the total voting power of LCI, liquidation, dissolution or similar transactions involving LCI or any division of LCI. LCI will promptly inform Parent of any such acquisition proposals, including the terms thereof and the identity of the person or entity making such offer.
