Common use of No Solicitation of Alternative Transactions Clause in Contracts

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, cooperate with Purchaser, upon Purchaser’s request, to take such reasonably requested actions to enforce Sellers’ or Shareholders’ rights under any such agreement.

No Solicitation of Alternative Transactions. (a) From the date hereof to the earlier of the Original Agreement until the Closing and the termination of Date, or until this Agreement is terminated in accordance with its terms, Sellers Parent and the Shareholders Seller shall not, and shall cause their Affiliates not to, and shall not assist or facilitate Retail Buyer or any of its Affiliates to, directly or indirectly, solicit or initiate discussions or engage in negotiations with, or provide information to, or authorize any financial advisor or other Representative to solicit or initiate discussions or engage in negotiations with, or provide information to, any Person (other than Synovus, Capital One and their Representatives) concerning, or enter into any definitive agreement in respect of, any potential sale of or transaction involving the Acquired Assets, the Assumed Liabilities or the Program. (b) Effective as of the date of the Original Agreement, Parent and Seller shall, and shall cause their respective Affiliates and Representatives to, immediately terminate any existing discussions or negotiations with any Persons (other than discussions with Capital One, Synovus or and their respective Representatives) conducted heretofore with respect to any of the potential transactions described in Section 5.9(a), and promptly following the Closing Date shall use reasonable best efforts to cause all Persons (other than Capital One, Synovus or and their respective Representatives) who have been furnished confidential information regarding the Acquired Assets or the Program in connection with the solicitation of or discussions regarding any of the transactions described in Section 5.9(a) within the twenty-four (24) months prior to the date hereof promptly to return or destroy such information. Effective as of the date of the Original Agreement, each of Parent and Seller agrees not to, and to cause its Affiliates and Representatives not to, release any third party from the confidentiality, employee non-solicit or other similar provisions of any agreement with respect to the transactions described in Section 5.9(a) (“Bidder Agreements”) and shall immediately take all steps necessary to terminate any approval that may have been heretofore given under any such provisions authorizing any person to engage in any transaction described in Section 5.9(a). Following the Closing, Parent and Seller shall, and shall cause their respective Affiliates to, cooperate with Capital One or Synovus (as applicable), upon either of their request and at the requesting party’s expense, to enforce the parties’ rights under the Bidder Agreements. (c) From the date of this Agreement until the Subsequent Closing, or until this Agreement is terminated in accordance with its terms, Parent and Seller shall not, and shall cause their Affiliates not to, and shall not assist or facilitate Retail Buyer or any of its Affiliates to, directly or indirectly, solicit or initiate discussions or engage in negotiations with, or provide information to, Synovus with respect to any potential sale of or transaction involving the Acquired Assets, the Assumed Liabilities or the Program (including any transaction that would not involve the transactions involving Capital One contemplated by this Agreement being consummated) other than the transactions with Synovus contemplated by this Agreement, and Parent and Seller shall, and shall cause their respective Affiliates and Representatives to, immediately terminate any existing discussions or negotiations with Synovus conducted heretofore with respect to any such alternative transaction. (d) From the date of this Agreement until the Subsequent Closing, or until this Agreement is terminated in accordance with its terms, Synovus shall not, and shall cause its Affiliates not to, directly or indirectly, solicit or initiate discussions or engage in negotiations with, or provide information to, or authorize any of their Representatives financial advisor or other Representative to solicit or initiate discussions or engage in negotiations with, or provide information to, any Person (other than PurchaserCapital One) concerning, its Affiliates or its and their respective Representatives)enter into any definitive agreement in respect of, 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 or the Excluded Assets and Excluded LiabilitiesProgram; provided that this Section 5.9(d) (each, an “Alternative Transaction”), other than informing shall not prohibit Synovus from taking any such Person actions in respect of (i) an acquisition by a third party of or a merger, consolidation or sale of all or substantially all of the existence assets of Synovus or Synovus Financial Corp. or (ii) any disposition after the Subsequent Closing by Synovus of the provisions Synovus Retained Assets or the Synovus Retained Liabilities, in each case (i) or (ii) that would not prevent or cause a material delay in the satisfaction of the conditions contained in Article VI or the consummation of the transactions contemplated hereby or by the Merger Agreement. (e) Notwithstanding this Section 5.9 or anything else to the contrary contained in this Section 6.4. (b) Sellers and Shareholders shallAgreement, and nothing in this Agreement shall cause their Affiliates and their respective Representatives tolimit, immediately terminate restrict or otherwise affect any existing discussions or negotiations with any Persons (other than Purchaser, its Affiliates or its and their respective Representatives) conducted heretofore rights of Parent with respect to any Alternative Transactions. Promptly after Competing Proposal (as defined in the execution of this Merger Agreement) pursuant to Section 5.03, Section 5.08 and Section 7.01 and Section 7.02 under the Merger Agreement, Sellers including Parent’s rights to provide Competing Proposal Information (as defined in the Merger Agreement) and Shareholders shall (i) request participate in writing that each Person that has executed a confidentiality agreement since January 1discussions with the person making any Competing Proposal, 2017 in connection all cases subject to, in compliance with its consideration of acquiring AFICand solely to the extent permitted under, the Business or any portion thereof promptly destroy or return to Sellers all nonpublic information heretofore furnished by Sellers, or Shareholders or any terms and conditions 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, cooperate with Purchaser, upon Purchaser’s request, to take such reasonably requested actions to enforce Sellers’ or Shareholders’ rights under any such agreementMerger Agreement.

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 toNo Stockholder shall, directly or indirectly, solicit take any action to, and each Stockholder shall use its reasonable best efforts to cause its agents and representatives (including investment bankers, attorneys or accountants) not to, (a) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any Acquisition Proposal, (b) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or the Merger Agreement or (c) participate in any way in discussions or engage in negotiations with, or provide information to, or authorize furnish 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), person in each case concerning any potential sale of capital stock ofconnection with, or merger, consolidation, combination, sale of assets (take any other than in the ordinary course of business consistent with past practice), reorganization or other similar transaction involving Sellers, the Business, the Acquired Assets action to facilitate any inquiries or the Assumed Liabilities (other than the Excluded Assets and Excluded Liabilities) (eachmaking of any proposal that constitutes, 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 or could reasonably be expected to lead to, any Acquisition Proposal. Upon the execution of this Agreement, each Stockholder shall cease immediately terminate and cause to be terminated any and all existing discussions or negotiations with any Persons (other than Purchaser, its Affiliates or its and their respective Representatives) parties conducted heretofore with respect to any Alternative Transactions. Promptly after the execution of this Agreement, Sellers Acquisition Proposal and Shareholders shall (i) promptly request in writing that each Person that has executed a confidentiality agreement since January 1, 2017 in connection all confidential information with its consideration of acquiring AFIC, the Business or any portion thereof promptly destroy or return to Sellers all nonpublic information heretofore respect thereto furnished by Sellerssuch Stockholder be returned. Each Stockholder shall, as promptly as practicable (and in no event later than 24 hours after receipt thereof), advise Parent of any inquiry received by it relating to any potential Acquisition Proposal and of the material terms of any proposal or inquiry, including the identity of the person and its affiliates making the same, that it may receive in respect of any such potential Acquisition Proposal, or Shareholders of any information requested from it or of any of their representatives negotiations or discussions being sought to such Person or any of its representatives in accordance be initiated 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 toit, and shall furnish to cause their Affiliates and their respective Representatives not to, release any third party from the confidentiality, standstill, employee non-solicit or other provisions Parent a copy of any agreement such proposal or inquiry, if it is in writing, or a written summary of any such proposal or inquiry, if it is not in writing, and shall keep Parent fully informed on a prompt basis with respect to any Alternative Transaction. Sellers and Shareholders shall, and shall cause their Affiliates to, at developments with respect to the sole cost and expense of Purchaser, cooperate with Purchaser, upon Purchaser’s request, to take such reasonably requested actions to enforce Sellers’ or Shareholders’ rights under any such agreementforegoing.

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 toNo Stockholder shall, directly or indirectly, solicit take any action to, and each Stockholder shall use its reasonable best efforts to cause its agents and representatives (including investment bankers, attorneys or accountants) not to, (a) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any Acquisition Proposal, (b) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or the Merger Agreement or (c) participate in any way in discussions or engage in negotiations with, or provide information to, or authorize furnish 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), person in each case concerning any potential sale of capital stock ofconnection with, or merger, consolidation, combination, sale of assets (take any other than in the ordinary course of business consistent with past practice), reorganization or other similar transaction involving Sellers, the Business, the Acquired Assets action to facilitate any inquiries or the Assumed Liabilities (other than the Excluded Assets and Excluded Liabilities) (eachmaking of any proposal that constitutes, 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 or could reasonably be expected to lead 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 TransactionsAcquisition Proposal. Promptly after Upon the execution of this Agreement, Sellers each Stockholder shall cease immediately and Shareholders shall (i) request in writing that each Person that has executed a confidentiality agreement since January 1cause to be terminated any and all existing discussions or negotiations, 2017 in connection if any, with its consideration of acquiring AFIC, the Business or any portion thereof promptly destroy or return to Sellers all nonpublic information parties conducted 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 Stockholder with respect to any Alternative TransactionAcquisition Proposal and promptly request that all confidential information with respect thereto furnished by such Stockholder be returned. Sellers Each Stockholder shall, as promptly as practicable (and Shareholders shallin no event later than 24 hours after receipt thereof), advise Parent of any inquiry received by it relating to any potential Acquisition Proposal and of the material terms of any proposal or inquiry, including the identity of the person and its affiliates making the same, that it may receive in respect of any such potential Acquisition Proposal, or of any information requested from it or of any negotiations or discussions being sought to be initiated with it, and shall cause their Affiliates to, at the sole cost and expense furnish to Parent a copy of Purchaser, cooperate with Purchaser, upon Purchaser’s request, to take such reasonably requested actions to enforce Sellers’ or Shareholders’ rights under any such agreementproposal or inquiry, if it is in writing, or a written summary of any such proposal or inquiry, if it is not in writing, and shall keep Parent fully informed on a prompt basis with respect to any developments with respect to the foregoing.

No Solicitation of Alternative Transactions. (a) From the date hereof to the earlier of the Closing and the termination of this Agreement until the Closing Date, or until this Agreement is terminated in accordance with its terms, Sellers Parent and the Shareholders Seller shall not, and shall cause their Affiliates not to, and their respective Representatives shall not assist or facilitate Retail Buyer or any of its Affiliates to, directly or indirectly, solicit or initiate discussions or engage in negotiations with, or provide information to, or authorize any of their Representatives financial advisor or other Representative to solicit or initiate discussions or engage in negotiations with, or provide information to, any Person (other than Purchaser, its Affiliates Purchaser or its and their respective Representatives)) concerning, or enter into any definitive agreement in each case concerning respect of, 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 Assets, the Assumed Liabilities (other than or 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 6.4Program. (b) Sellers Parent and Shareholders Seller shall, and shall cause their respective Affiliates and their respective Representatives to, immediately terminate any existing discussions or negotiations with any Persons (other than Purchaser, its Affiliates Purchaser or its and their respective Representatives) conducted heretofore with respect to any Alternative Transactions. Promptly after of the execution of this Agreementpotential transactions described in Section 5.8(a), Sellers and Shareholders promptly following the Closing Date shall (i) request in writing that each Person that has executed a confidentiality agreement since January 1, 2017 use reasonable best efforts to cause all Persons other than Purchaser who have been furnished confidential information regarding the Acquired Assets or the Program in connection with its consideration the solicitation 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 discussions regarding any of their representatives the transactions described in Section 5.8(a) within the twenty-four (24) months prior to the date hereof promptly to return or destroy such Person or any information. Each of its representatives in accordance with the terms of such confidentiality agreement Parent and (ii) terminate access to any physical or electronic data rooms relating to a possible Alternative Transaction by any Person. Sellers and Shareholders agree Seller agrees not to, and to cause their its Affiliates and their respective Representatives not to, release any third party from the confidentiality, standstill, employee non-solicit or other similar provisions of any agreement with respect to the transactions described in Section 5.8(a) (“Bidder Agreements”) and shall immediately take all steps necessary to terminate any Alternative Transactionapproval that may have been heretofore given under any such provisions authorizing any person to engage in any transaction described in Section 5.8(a). Sellers Following the Closing, Parent and Shareholders Seller shall, and shall cause their respective Affiliates to, at the sole cost and expense of Purchaser, cooperate with Purchaser, upon Purchaser’s requestrequest and at Purchaser’s expense, to take such reasonably requested actions to enforce Sellers’ or Shareholdersthe parties’ rights under the Bidder Agreements. (c) Notwithstanding this Section 5.8 or anything else to the contrary contained in this Agreement, nothing in this Agreement shall limit, restrict or otherwise affect any such agreementrights of Parent with respect to any Competing Proposal (as defined in the Merger Agreement) pursuant to Section 5.03, Section 5.08 and Section 7.01 and Section 7.02 under the Merger Agreement, including Parent’s rights to provide Competing Proposal Information (as defined in the Merger Agreement) and participate in discussions with the person making any Competing Proposal, in all cases subject to, in compliance with and solely to the extent permitted under, the terms and conditions of the Merger Agreement.

No Solicitation of Alternative Transactions. (a) From the date hereof Prior to the earlier of the Closing and the termination of Date, or until this Agreement is terminated in accordance with its terms, Sellers and the Shareholders Holdings shall not, and shall cause their its Affiliates and its and their respective Representatives directors, officers, employees, accountants, financial advisors, attorneys and other advisors or representatives (“Representatives”) not to, directly or indirectly, solicit or initiate discussions or engage in negotiations with, or provide information (other than publicly available information) to, or authorize any of their Representatives Representative or other Person to solicit or initiate discussions or engage in negotiations with, or provide information to, any Person (other than Purchaser, its Affiliates Boron or its and their respective Representatives), in each case ) concerning any potential sale of capital stock ofequity interests of (including through an initial public offering), or merger, consolidation, combination, sale of assets (other than in the ordinary course of business consistent with past practice)assets, reorganization or other similar transaction involving Sellers, the Business, the Acquired Assets Silicon 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 6.4its Subsidiaries. (b) Sellers and Shareholders shall, Holdings shall and shall cause their its Affiliates and their respective Representatives to, to immediately terminate any existing discussions or negotiations with any Persons Person (other than Purchaser, its Affiliates or its and their respective RepresentativesBoron) conducted heretofore with respect to any Alternative Transactions. Promptly after of the execution of this Agreementpotential transactions described in Section 6.10(a), Sellers and Shareholders promptly following the date hereof shall (i) request in writing that each Person that has executed a confidentiality agreement since January 1use reasonable best efforts to cause all persons other than Boron, 2017 if any, who have been furnished confidential information regarding Silicon in connection with its consideration the solicitation 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 discussions regarding any of their representatives the transactions described in Section 6.10(a) within the twelve (12) months prior to the date hereof promptly to return or destroy 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 Personinformation. Sellers and Shareholders Silicon agree not to, and to cause their its 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, the transactions described in Section 6.10(a) and shall cause their Affiliates to, at the sole cost and expense of Purchaser, cooperate with Purchaser, upon Purchaser’s request, immediately take all steps necessary to take such reasonably requested actions to enforce Sellers’ or Shareholders’ rights terminate any approval that may have been heretofore given under any such agreementprovisions authorizing any Person to engage in any transaction described in Section 6.10(a).

No Solicitation of Alternative Transactions. (a) From the date hereof Prior to the earlier of the Closing and the termination of Date, or until this Agreement is terminated in accordance with its terms, Sellers and the Shareholders Oxygen shall not, and shall cause their its Affiliates and its and their respective Representatives directors, officers, employees, accountants, financial advisors, attorneys and other advisors or representatives (“Representatives”) not to, directly or indirectly, solicit or initiate discussions or engage in negotiations with, or provide information (other than publicly available information) to, or authorize any of their Representatives Representative or other Person to solicit or initiate discussions or engage in negotiations with, or provide information to, any Person (other than Purchaser, its Affiliates Carbon or its and their respective Representatives), in each case ) concerning any potential sale of capital stock ofequity interests of (including through an initial public offering), or merger, consolidation, combination, sale of assets (other than in the ordinary course of business consistent with past practice)assets, reorganization or other similar transaction involving Sellers, the Business, the Acquired Assets Oxygen 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 6.4its Subsidiaries. (b) Sellers and Shareholders shall, Oxygen shall and shall cause their its Affiliates and their respective Representatives to, to immediately terminate any existing discussions or negotiations with any Persons Person (other than Purchaser, its Affiliates or its and their respective RepresentativesCarbon) conducted heretofore with respect to any Alternative Transactions. Promptly after of the execution of this Agreementpotential transactions described in Section 6.10(a), Sellers and Shareholders promptly following the date hereof shall (i) request in writing that each Person that has executed a confidentiality agreement since January 1use reasonable best efforts to cause all persons other than Carbon, 2017 if any, who have been furnished confidential information regarding Oxygen in connection with its consideration the solicitation 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 discussions regarding any of their representatives the transactions described in Section 6.10(a) within the twelve (12) months prior to the date hereof promptly to return or destroy 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 Personinformation. Sellers and Shareholders Oxygen agree not to, and to cause their its 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, the transactions described in Section 6.10(a) and shall cause their Affiliates to, at the sole cost and expense of Purchaser, cooperate with Purchaser, upon Purchaser’s request, immediately take all steps necessary to take such reasonably requested actions to enforce Sellers’ or Shareholders’ rights terminate any approval that may have been heretofore given under any such agreementprovisions authorizing any Person to engage in any transaction described in Section 6.10(a).