No Solicitation of Competitive Transactions. From the date of this Agreement until the Closing, or, if earlier, the termination of this Agreement in accordance with its terms, each of the Companies and each of the Members agrees that they will not, directly or indirectly, through any officer, director, employee, representative or agent or any of their affiliates, (i) solicit, initiate, entertain or encourage any inquiries or proposals that constitute, or could lead to, a proposal or offer for a merger, consolidation, business combination, recapitalization, sale of substantial assets, sale of a substantial percentage of shares of capital stock (including, without limitation, by way of a public offering or private placement), joint venture or similar transactions involving the Companies or any of its subsidiaries, other than a transaction with FAAC and/or its affiliates (any of the foregoing inquiries or proposals being referred to herein as an “Acquisition Proposal”), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any person or entity relating to, any Acquisition Proposal, or (iii) agree to, approve or recommend any Acquisition Proposal. The Members will notify FAAC immediately (and not later than twenty-four (24) hours) after receipt of any Acquisition Proposal or any request for non-public information in connection with an Acquisition Proposal or for access to the properties, books or records of the Companies by any person or entity that informs the Members or the Companies that it is considering making or has made an Acquisition Proposal. Such notice shall be made orally (and shall be confirmed in writing) and, subject to existing confidentiality, nondisclosure or other similar agreements, shall indicate the identity of the party making the proposal and the material terms and conditions of such proposal, inquiry or contract. The Members and the Companies will prevent, as applicable any of their respective directors, officers, affiliates, representatives or agents (each a “Representative”) from taking any action prohibited hereby if taken by the Members or the Companies. If the Members or either of the Companies learns of any such action taken by a Representative, the Member(s) or Companies will immediately advise FAAC and provide the information specified herein.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Fortress America Acquisition CORP), Membership Interest Purchase Agreement (Fortress America Acquisition CORP), Membership Interest Purchase Agreement (Fortress America Acquisition CORP)
No Solicitation of Competitive Transactions. (a) From the date of this Agreement until the Closing, or, if earlier, the termination of this Agreement in accordance with its terms, each of the Companies ATS and each of the Members agrees Founders agree that they will not, directly or indirectly, through any officer, director, employee, representative or agent or any of their affiliates, (i) solicit, initiate, entertain or encourage any inquiries or proposals that constitute, or could lead to, a proposal or offer for a merger, consolidation, business combination, recapitalization, sale of substantial assets, sale of a substantial percentage of shares of capital stock (including, without limitation, by way of a public offering or private placement), joint venture (other than teaming agreement or similar arrangements in the ordinary course of business) or similar transactions involving the Companies ATS or any of its subsidiaries, other than a transaction with FAAC FSAC and/or its affiliates (any of the foregoing inquiries or proposals being referred to herein as an “Acquisition Proposal”), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any person or entity relating to, any Acquisition Proposal, or (iii) agree to, approve or recommend any Acquisition Proposal. The Members ATS will notify FAAC FSAC immediately (and not later than twenty-four (24) hours) after receipt of any Acquisition Proposal or any request for non-public information in connection with an Acquisition Proposal or for access to the properties, books or records of the Companies ATS by any person or entity that informs the Members or the Companies ATS that it is considering making or has made an Acquisition Proposal. Such notice shall be made orally (and shall be confirmed in writing) and, subject to existing confidentiality, nondisclosure or other similar agreements, shall indicate the identity of the party making the proposal and the material terms and conditions of such proposal, inquiry or contract. The Members and the Companies ATS will prevent, as applicable prevent any of their respective its directors, officers, affiliates, representatives or agents (each a “Representative”) from taking any action prohibited hereby if taken by the Members or the CompaniesATS. If the Members or either of the Companies ATS learns of any such action taken by a Representative, the Member(s) or Companies ATS will immediately advise FAAC FSAC and provide the information specified herein.
Appears in 1 contract
Samples: Stock Purchase Agreement (Federal Services Acquisition CORP)
