No Solicitation of Alternative Transactions. (a) From the date hereof to the earlier of the Closing and the termination of this Agreement in accordance with its terms, Sellers and the Shareholders shall not, and shall cause their Affiliates and their respective Representatives not to, directly or indirectly, solicit or initiate discussions or engage in negotiations with, or provide information to, or authorize any of their Representatives to solicit or initiate discussions or engage in negotiations with, or provide information to, any Person (other than Purchaser, its Affiliates or its and their respective Representatives), in each case concerning any potential sale of capital stock of, or merger, consolidation, combination, sale of assets (other than in the ordinary course of business consistent with past practice), reorganization or other similar transaction involving Sellers, the Business, the Acquired Assets or the Assumed Liabilities (other than the Excluded Assets and Excluded Liabilities) (each, an “Alternative Transaction”), other than informing any such Person of the existence of the provisions contained in this Section 6.4.
(b) Sellers and Shareholders shall, and shall cause their Affiliates and their respective Representatives to, immediately terminate any existing discussions or negotiations with any Persons (other than Purchaser, its Affiliates or its and their respective Representatives) conducted heretofore with respect to any Alternative Transactions. Promptly after the execution of this Agreement, Sellers and Shareholders shall (i) request in writing that each Person that has executed a confidentiality agreement since January 1, 2017 in connection with its consideration of acquiring AFIC, the Business or any portion thereof promptly destroy or return to Sellers all nonpublic information heretofore furnished by Sellers, or Shareholders or any of their representatives to such Person or any of its representatives in accordance with the terms of such confidentiality agreement and (ii) terminate access to any physical or electronic data rooms relating to a possible Alternative Transaction by any Person. Sellers and Shareholders agree not to, and to cause their Affiliates and their respective Representatives not to, release any third party from the confidentiality, standstill, employee non-solicit or other provisions of any agreement with respect to any Alternative Transaction. Sellers and Shareholders shall, and shall cause their Affiliates to, at the sole cost and expense of Purchaser, c...
No Solicitation of Alternative Transactions. (a) If this Agreement is the Successful Proposal, from and after the Auction Termination Date, each of the Companies agrees that neither it nor any of its officers or directors of the Board shall, and that it shall not authorize or permit its Representatives to, directly or indirectly, initiate, respond to, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to an Alternative Transaction, enter into negotiations in respect of, take any actions in furtherance of or enter into an Alternative Transaction. If this Agreement is the Successful Proposal, each of the Companies further agrees that it shall not, and that it shall cause its Representatives not to, directly or indirectly, provide any confidential information or data to, or engage in any negotiations with, any Person relating to an Alternative Transaction, or otherwise knowingly encourage or facilitate any effort or attempt by any Person to make or implement an Alternative Transaction.
(b) Notwithstanding Section 5.03(a), (i) if the Board determines in good faith, after consultation with outside legal counsel that the failure to take such action would be inconsistent with its fiduciary duties, each of the Companies, directly or indirectly through advisors, agents or other intermediaries, may, upon written notice given to, and received by, the Investor (the “Notice”), engage in negotiations or discussions with any Person that has made after the Auction Termination Date a bona fide, unsolicited written proposal with respect to an Alternative Transaction that the Board reasonably believes is likely to lead to a Superior Proposal, and furnish to such Person and its representatives confidential information or data relating to the Company or any of its Subsidiaries and (ii) the Company may take any other action that the Bankruptcy Court or any other court of competent jurisdiction orders such Person to take. For purposes of this Agreement, “Superior Proposal” means any bona fide, unsolicited written proposal with respect to an Alternative Transaction on terms that the Board determines in good faith by a majority vote, after considering the advice of its financial advisor and outside legal counsel and taking into account the economic and other terms and conditions of such proposal (including the conditions to closing), are more favorable and provide greater value to the constituents than provided hereunder, which the Board determines is reasonably li...
No Solicitation of Alternative Transactions. From the date hereof through the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 11.1 hereof, without the prior consent of the Purchaser, none of the Seller, the Company or any of their respective Affiliates, representatives or advisors, shall, directly or indirectly, through an agent or otherwise, solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person relating to any acquisition or purchase of all or substantially all of the assets of, or any equity interest in, the Company or the Seller, or any merger, consolidation, business combination, sale of substantial assets or of a substantial amount of assets, sale of securities, liquidation, dissolution or similar transactions involving the Company or the Seller, enter into or participate in any discussions or negotiations regarding any of the foregoing, or furnish to any other Person in connection with any of the foregoing any information with respect to the Company’s, its Subsidiaries’ or the Seller’s business, properties or assets or any of the foregoing; or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing. The Seller or the Company, as applicable, shall notify the Purchaser or cause the Purchaser to be notified promptly if any such proposal or offer, or any inquiry or contact with or from any Person with respect thereto, is made.
No Solicitation of Alternative Transactions. From the date hereof through the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 11.1 hereof, without the prior consent of the Purchaser, the Seller, the Company or any of their respective Affiliates, representatives or advisors, shall, directly or indirectly, through an agent or otherwise, solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person relating to any acquisition or purchase of all or substantially all of the assets of, or any equity interest in, the Company or BEM, or any merger, consolidation, business combination, sale of substantial assets or of a substantial amount of assets, sale of securities, liquidation, dissolution or similar transactions involving the Company or BEM, enter into or participate in any discussions or negotiations regarding any of the foregoing, or furnish to any other Person in connection with any of the foregoing any information with respect to the Company’s or BEM’s business, properties or assets or any of the foregoing; or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing. The Seller or the Company, as applicable, shall notify the Purchaser or cause the Purchaser to be notified immediately if any such proposal or offer, or any inquiry or contact with or from any Person with respect thereto, is made.
No Solicitation of Alternative Transactions. (i) From the date hereof until the earlier of (i) the Closing and (ii) the date this Agreement is terminated in accordance with Section 8 (such period, the “No-Shop Period”), neither the Sellers nor the Company, shall authorize or cause any of their Affiliates or any of their respective representatives to, directly or indirectly, take any of the following actions with any Person other than Buyer and its designees: (A) solicit, initiate or knowingly encourage any inquiry, proposal or offer relating to an Alternative Transaction (each, a “Proposal”), (B) enter into, participate in or encourage any discussions or negotiations relating to, or disclose, furnish or afford access to any information concerning the Company, its Subsidiaries (including the Company’s and its Subsidiaries’ personnel, businesses, properties, books or records) in connection with, or assist, or cooperate with any Person in making or proposing, or take any other action to facilitate, any Proposal or Alternative Transaction, or (C) authorize or enter into any agreement or understanding (whether binding or nonbinding, written or oral) relating to, or engage in or consummate, any Proposal or Alternative Transaction.
(ii) If any of the Sellers, the Company, their respective Affiliates or their respective representatives, during the No-Shop Period, receives any Proposal, or any request for disclosure or access as referenced in Section 5(f)(i) above, such Seller or the Company, shall, and shall cause its Affiliates and its and its Affiliates’ representatives to, promptly inform Buyer regarding such Proposal or request and furnish Buyer a copy of such Proposal or request or, if not in writing, a reasonably detailed description thereof, including the name of the Person making such Proposal or request, and shall keep Buyer informed of the status and details of any future notices, requests, correspondence or communications related thereto.
No Solicitation of Alternative Transactions. Between the date of this Agreement and the Closing or the earlier termination of this Agreement pursuant to Article 9, unless in connection with the sale of all or substantially all of the business of Seller, Seller shall not, and shall cause its Affiliates and the Companies and their representatives not to, solicit, knowingly encourage or initiate the submission of proposals or offers from, provide any confidential information relating to any Company to, or participate in discussions or negotiations or enter into any letter of intent or agreement with, or authorize any financial advisor or other person to solicit or initiate discussions or engage in negotiations with, any Person (other than Buyer, its Affiliates and their respective representatives) concerning (and in connection with) the transfer of any of the capital stock of any Company or all or substantially all of its assets to a third party.
No Solicitation of Alternative Transactions. During the period from the date hereof through the earlier to occur of the Closing Date or the termination of the Merger Agreement pursuant to Section 8.1 thereof, the Supporting Party will not, and, if such Supporting Party is not a natural person, will not permit its controlled Affiliates or any of its or their officers, directors, employees, advisors or representatives to, directly or indirectly, (i) solicit, initiate or encourage the submission of any proposal or offer from any Person relating to any business combination transaction involving the Corporation or any of its Subsidiaries, including the sale of any Company Stock or assets or (ii) enter into, maintain or continue any discussions or negotiations regarding, furnish or disclose to any Person any information or otherwise cooperate with, or knowingly assist, participate in or facilitate or encourage any effort by any third party, or enter into any agreement, letter of intent, memorandum of understanding or term sheet (whether or not binding), in connection with any such transaction.
No Solicitation of Alternative Transactions. Unless and until the ------------------------------------------- Purchase Agreement shall have been terminated in accordance with its terms, Guarantor, for itself and on behalf of the Affiliates and each of their respective subsidiaries and affiliates, agrees to refrain, directly and indirectly, and to cause their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by any of them) to refrain from soliciting or encouraging any person or entity with respect to any transaction (an "Alternative Transaction"), the consummation of which would make impossible or delay the Closing or the consummation of the transactions contemplated thereat.
No Solicitation of Alternative Transactions. Upon execution of this Agreement and prior to entry of the Sale Order, Seller shall not, and shall use best efforts to cause its Representatives to not, solicit, knowingly facilitate or knowingly encourage the submission of any other bids or have discussions or negotiations with any Person (including, for the avoidance of doubt, any other Person with whom Seller or its representativesRepresentatives have already had discussions) other than Buyer, its Affiliates, or Representatives in connection with any such bids. In the event that Seller receives an unsolicited bid with respect to the Purchased Assets during the period from the date of execution of this Agreement until the entry of the Sale Order, Seller shall within twenty-four (24) hours of receipt of such bid notify Buyer of its receipt of such bid (but, for the avoidance of doubt, (a) Seller shall not consider entering into such bid and (b) nothing herein shall be construed to permit Seller to respond to or otherwise discuss or negotiate any bid for an Alternative Transaction.
No Solicitation of Alternative Transactions. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement, none of the Sellers nor any of their respective affiliates or representatives shall, directly or indirectly, initiate, solicit or encourage (including by way of furnishing non-public information or assistance), or enter into negotiations of any type, directly or indirectly, or enter into a confidentiality agreement, letter of intent or purchase agreement, merger agreement or other similar agreement or understanding (whether binding or nonbinding or oral or written) with any person, firm or corporation other than Buyer with respect to a sale of all or any portion of the Assets or the Business. Sellers will notify Buyer (on or before the business day following receipt) of the identity of, and all relevant terms of any inquiry or proposal by, a third party to do any of the foregoing which the Sellers or their respective affiliates or representatives may receive relating to any of such matters and, if such proposal is in writing, the Sellers shall deliver to Buyer a copy of such inquiry or proposal together with such written notice.
