No Solicitation of Competing Transaction. (a) Neither the Company nor any Affiliate of the Company shall (and the Company shall cause the officers, directors, employees, representatives and agents of the Company, each Affiliate of the Company, and their respective investment bankers, financial advisers, attorneys, accountants and other agents, not to), directly or indirectly, encourage, solicit, participate in or initiate or resume (including by way of furnishing or disclosing non-public information), or take any action designed to facilitate, any discussions, inquiries, negotiations or any other action that could be expected to lead to the making of any proposals with respect to or concerning any Competing Transaction. Nothing contained in this Section 6.5 or any other provision of this Agreement shall prohibit the Company or the Company's board of directors from (i) taking and disclosing to the Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rule 14d-9 or Rule l4e-2 under the Exchange Act, or (ii) making such disclosure to the Company's stockholders as, in the good faith judgment of the board of directors of the Company, after consultation with outside counsel, is required under applicable law; provided, that the Company may not, except as permitted by Section 6.5(b), withdraw or modify, or propose to withdraw or modify, its position with respect this Agreement or to the Merger or approve or recommend, or propose to approve or recommend any Competing Transaction, or enter into any agreement with respect to any Competing Transaction. Upon execution of this Agreement, the Company will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing, prior to receipt of the Company stockholder approval of the Merger and adoption of this Agreement, the Company may furnish information concerning its business, properties or assets to any corporation, partnership, Person or other entity or group pursuant to appropriate confidentiality agreements (which shall be no more permissive than the Confidentiality Agreement and shall permit the disclosure contemplated by this Section 6.5(a)), and may negotiate and participate in discussions and negotiations with such entity or group concerning a Competing Transaction if such entity or group has, on an unsolicited basis and without violation of this Section 6.5, submitted a bona fide written prop...
No Solicitation of Competing Transaction. (a) Neither the Guarantors, Shareholders, JVCo nor any JVCo Subsidiary or Affiliate of JVCo shall (and the Guarantors, Shareholders and JVCo shall cause the officers, directors, employees, representatives and agents of JVCo, each JVCo Subsidiary and each Affiliate of JVCo, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information to, any Person or group (other than Purchaser, any of its Affiliates or representatives) concerning any Acquisition Proposal. None of the Guarantors, Shareholders, JVCo or any JVCo Subsidiary shall enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Guarantors, Shareholders, JVCo and any JVCo Subsidiary shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and the Guarantors, Shareholders, JVCo and any JVCo Subsidiary shall request (or if any of them has the contractual right to do so, demand) the return of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with any efforts to sell part or all of JVCo Group. For the purposes of this Section 7.5(a) it is agreed that, with respect to each Non-Controlled JVCo Subsidiary and the officers, directors, employees, representatives and agents of each Non-Controlled JVCo Subsidiary, the Guarantors, Shareholders and JVCo shall only be required to exercise such corporate power as they are entitled to exercise under the relevant applicable law in order to procure compliance by such persons with the covenants set out in this Section 7.5(a).
(b) JVCo Board of Directors shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser, its approval of this Agreement, (ii) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (iii) authorize JVCo or any JVCo Subsidiary to enter into any agreement with respect to any Acquisition Proposal.
No Solicitation of Competing Transaction. (a) From the date of this Agreement until the Closing or, if earlier, the termination of this Agreement in accordance with its terms, Seller shall not (whether directly or indirectly through advisors, agents or other intermediaries), and Seller shall cause its and its Subsidiaries' respective officers, directors, advisors, representatives and other agents not to, directly or indirectly, (i) solicit, initiate or knowingly encourage, or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal or (ii) participate or engage in substantive discussions or negotiations with, or disclose or provide any non-public information relating to Seller or its subsidiaries or afford access to the properties, books or records of Seller or its Subsidiaries to, any person (including any "person" as defined in Section 13(d)(3) of the Exchange Act) that has made an Acquisition Proposal or with or to any Person in contemplation of an Acquisition Proposal or (iii) enter into any agreement or agreement in principle providing for or relating to an Acquisition Proposal; provided, however, that if and only if (A) a person has submitted an unsolicited written Acquisition Proposal (under circumstances in which Seller has complied with its obligations under this Section 6.5(a)) to Seller's Board of Directors, (B) Seller's Board of Directors believes in good faith, based on such matters as it deems relevant, including the advice of Seller's financial advisor, that such Acquisition Proposal is a Superior Proposal and (C) Seller's Board of Directors determines in good faith, based on such matters as it deems relevant, including consultation with Seller's outside legal counsel, that engaging in such negotiations or discussions or providing such information is required to satisfy the fiduciary duties of the Board of Directors of Seller under Utah law, then Seller may furnish information to such person with respect to Seller and the Business Subsidiaries (so long as Seller has entered into a customary confidentiality agreement with such party) and participate in negotiations and discussions with such person regarding such Acquisition Proposal; provided further that, after the fifth business day following Parent's receipt of written notice advising Parent that Seller's Board of Directors is prepared to accept such Superior Proposal, which notice specifies the material terms and condition...
No Solicitation of Competing Transaction. From and after the date hereof until the Closing Date, neither the Seller nor any Affiliate of the Seller shall (and the Seller shall cause the officers, directors, employees, representatives and agents of the Seller and each Affiliate of the Seller, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information to, any Person or group (other than the Purchaser, any of its Affiliates or representatives) concerning any Acquisition Proposal. The Seller shall not enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Unitholder and the Seller shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Seller shall promptly notify the Purchaser of the existence of any proposal or inquiry received by the Seller or any Unitholder, and the Seller shall immediately communicate to the Purchaser the terms of any proposal or inquiry which any of them may receive (and shall immediately provide to the Purchaser copies of any written materials received by the Seller or any Unitholder in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry.
No Solicitation of Competing Transaction. The Seller, EnStructure and the Parent shall not (and shall cause its stockholders, officers, directors, employees, representatives and agents not to), directly or indirectly, encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information to, any person, entity or group (other than Purchaser and its affiliates and representatives) concerning any Acquisition Proposal. Neither the Seller, EnStructure, the Parent nor their stockholders or members, as applicable, shall enter into any agreement with respect to any Acquisition Proposal. The Seller, EnStructure and the Parent shall immediately notify the Purchaser of the existence of any Acquisition Proposal received by them or its stockholders, members, officers, directors, employees, representatives or agents and shall disclose the terms of such Acquisition Proposal.
No Solicitation of Competing Transaction. Neither Sellers, the Company or its Subsidiaries shall (and Sellers shall cause the officers, directors, employees, representatives and agents of the Company, each of its Subsidiaries and each of their Affiliates, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information to, any Person or group (other than Purchaser, any of its Affiliates or representatives) concerning any proposal for the sale of a controlling interest in the Company, or a sale or lease of substantially all of the assets or any comparable transaction (an “Acquisition Proposal”). None of the Sellers shall, and each of them shall cause the Company and its Subsidiaries not to, enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, each Seller shall, and shall cause the Company to immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and each Seller shall, and shall cause the Company or its Subsidiaries to request (or if either of them has the contractual right to do so, demand) the return of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with Sellers’ efforts to sell the Company or its Subsidiaries.
No Solicitation of Competing Transaction. (a) Neither the Company nor any the Company Subsidiary or Affiliate of the Company shall (and the Company shall instruct its officers, directors, employees, representatives and agents of the Company, each Company Subsidiary and each Affiliate of the Company, including, but not limited to, investment bankers, attorneys and accountants, not to, and shall not permit any of them to), directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any Person or group (other than Parent, any of its Affiliates or representatives) concerning any Acquisition Proposal. The Company shall immediately notify Parent of the existence of any proposal, discussion, negotiation or inquiry received by the Company or any of its Affiliates, and the Company shall immediately communicate to Parent the terms of any proposal, discussion, negotiation or inquiry which it may receive (and shall immediately provide to Parent copies of any written materials received by the Company in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry or engaging in such discussion or negotiation. The Company shall promptly provide to Parent any non-public information concerning the Company provided to any other party which was not previously provided to Parent.
(b) The Company's Board of Directors shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Merger Sub, the approval or recommendation by such Board of Directors of this Agreement or the Merger, (ii) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (iii) enter into any agreement with respect to any Acquisition Proposal.
No Solicitation of Competing Transaction. Neither the Trustees nor the Major Shareholder shall (and each of them shall cause its respective representatives and agents not to), directly or indirectly, (a) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal (as defined in the Merger Agreement) or any inquiry with respect thereto, or (b) in the event of an unsolicited Acquisition Proposal, engage in negotiations or discussions with, or provide any information or data to, any Person (other than Parent, Purchaser or any of their respective representatives or agents) relating to any Acquisition Proposal.
No Solicitation of Competing Transaction. Each Shareholder agrees not to (and shall cause its respective representatives and agents not to), directly or indirectly, (a) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal (as defined in the Merger Agreement) or any inquiry with respect thereto, or (b) in the event of an unsolicited Acquisition Proposal, engage in negotiations or discussions with, or provide any information or data to, any Person (other than Parent, Purchaser or any of their respective representatives or agents) relating to any Acquisition Proposal; provided, however, that the provisions of this Section 4 shall not restrict such Shareholder in his or her capacity as a director or executive officer of the Company from taking actions by or on behalf of the Company that are permitted to be taken by or on behalf
No Solicitation of Competing Transaction. 44 8.7 Publicity.......................................................44 8.8
