No Solicitation of Offers. Seller shall not, directly or indirectly, through any officer, director, employee, agent or otherwise, (i) solicit, initiate or encourage the 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, or any merger, consolidation or business combination with Seller (an "Acquisition Proposal"), or (ii) participate in any discussion or negotiation regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with or assist, facilitate or encourage, any Acquisition Proposal by any other person.
No Solicitation of Offers. Except as permitted in the Master Agreement, Seller shall use its best efforts to ensure that it does not take, directly or indirectly, any of the following actions with any party other than Buyer or its designees: (i) solicit, initiate, or participate in any negotiations, inquiries or discussions with respect to any Acquisition Proposal (as defined in the Master Agreement); (ii) disclose, in connection with an Acquisition Proposal, any information with respect to, or otherwise cooperate in any way with, or assist or participate in, any effort or attempt by any other person to do or seek any of the foregoing; (iii) enter into or execute any agreement relating to an Acquisition Proposal; or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal other than with respect to the transactions contemplated by this Agreement.
No Solicitation of Offers. (a) The Sellers shall not, and shall cause their Affiliates not to, and shall use reasonable best efforts to cause Sellers' and their Affiliates' Representatives not to, directly or indirectly: (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries or the making of any proposal or offer relating to an Alternative Transaction; or (ii) enter into or participate in any discussions or negotiations regarding, or enter into any agreement which would result in, any Alternative Transaction. The Sellers shall, and shall cause their Affiliates to, and shall use reasonable best efforts to cause Sellers' and their Affiliates' Representatives to, immediately cease and terminate any existing discussions and negotiations conducted with any other Person prior to the date hereof with respect to any Alternative Transaction. For purposes of this Agreement, "Alternative Transaction" means (i) a transaction or series of transactions pursuant to which any Person (or group of Persons) which is not the Buyer or an Affiliate of the Buyer acquires or could acquire (x) from the Sellers or their Affiliates Beneficial Ownership of any of the Held Company Shares, or (y) more than thirty percent (30%) of the Company Shares, whether from the Sellers, Holdings, the Company or otherwise; or (ii) any other transaction pursuant to which any Person (or group of Persons) acquires or would acquire direct or indirect ownership or control of assets of the Company or its Subsidiaries (other than in the ordinary course of business) having a book value of twenty percent (20%) or more of the value of the Company's total consolidated assets on the date hereof, or for consideration equal to twenty percent (20%) or more of the fair market value of all Company Shares on the date hereof. The Sellers shall promptly communicate to the Buyer any such unsolicited inquiries or communications concerning any such Alternative Transaction which the Sellers or any of their Affiliates may receive.
No Solicitation of Offers. Notice of Proposals from Others 11 5.2 Waiver of Standstill Provisions 12 5.3 Return of Materials Subject to Confidentiality Agreements 12
No Solicitation of Offers. From the date of this Agreement, ABB shall not, nor shall it permit any of its Affiliates to, nor shall they authorize any of their directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by them or any of their Affiliates to, and they shall use all reasonable efforts to ensure that such persons do not, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or is likely to lead to any proposal to acquire all or any significant portion of any Acquired Company or (ii) participate in any discussions or negotiations regarding any such proposal.
No Solicitation of Offers. From the date of this Agreement until the termination of this Agreement pursuant to Article XII, neither Seller nor their Affiliates will, directly or indirectly, through any representative or otherwise, solicit, entertain any offers from, or negotiate or enter into an agreement with any Person other than Buyers and their respective Affiliates with respect to the sale, transfer or other conveyance of a material portion of the Sold Assets (a “Sale”). For the avoidance of doubt, any transaction to acquire voting control of Ferro or substantially all of the assets of Ferro (including by merger) will not constitute a Sale; provided that no such transaction shall affect the validity of this Agreement. If either Seller receives any offer, proposal or inquiry regarding a Sale, such Seller will promptly provide notice of such offer, proposal or inquiry to ASI.
No Solicitation of Offers. From the date of this Agreement until the Closing Date, other than in connection with the transactions contemplated hereby, Alleghany shall not, and shall cause the Company and its and their officers, directors, employees, representatives and agents not to, solicit, propose or facilitate (including by way of providing information regarding the Company to any third party), directly or indirectly, any inquiries, discussions or proposals for, continue or enter into negotiations looking toward, or enter into or consummate any agreement or understanding in connection with any proposal regarding any purchase or other acquisition of all or any portion of the assets or membership interests (whether newly issued or currently outstanding) of the Company (other than the sale of services or inventory or replacement of assets or other routine activities in the ordinary course of business) or any merger, business combination or recapitalization involving the Company.
No Solicitation of Offers. (a) From the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement, and subject to Section 6.4(b), neither the Company nor any of its Subsidiaries shall, and the Company shall use Commercially Reasonable Efforts to cause its and their respective directors, officers, employees, Affiliates, accountants, consultants, legal counsel, financial advisors and investment bankers not to, directly or indirectly: (i) solicit, initiate or knowingly facilitate or knowingly encourage the submission of any Company Alternative Proposal, (ii) participate in any negotiations regarding, or furnish to any Person any nonpublic information (or grant access to any of the properties, assets or nonpublic records of the Company or any of its Subsidiaries) with respect to, or in furtherance of, any Company Alternative Proposal, (iii) engage in discussions with any Person with respect to any Company Alternative Proposal, except to notify such Person as to the existence of the provisions of this Section 6.4, (iv) withhold, withdraw or modify (or publicly propose or announce any intention or desire to withhold, withdraw or modify), in a manner adverse to the Parent, the Company Recommendation, (v) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention to agree to, accept, approve, endorse or recommend) any Company Alternative Proposal, (vi) enter into any letter of intent or similar document or any agreement or commitment providing for any Company Alternative Proposal (except for confidentiality agreements permitted under Section 6.4(b)), (vii) enter into any agreement or any agreement in principle requiring the Company to materially delay, abandon, terminate or fail to consummate the Transactions, or breach its obligations under this Agreement, or (viii) agree to or publicly announce any intention to do any of the foregoing, provided, however, that it is understood and agreed that any determination or action by the Board of Directors permitted under Sections 6.4(b), Section 6.4(c), Section 6.4(d), Section 6.4(e) or Section 8.1(g) shall not be deemed to be a breach or violation of this Section 6.4(a).
(b) Notwithstanding the limitations set forth in Section 6.4(a), if, prior to the receipt of the Company Shareholder Approval, the Company receives an unsolicited written Company Alternative Proposal (other than as a result of its material breach of Section 6.4(a)) that the Board of Directors of the Compan...
No Solicitation of Offers. Until the earlier of the termination of this Agreement in accordance with its terms and the Closing, Parent shall not (and shall cause ERC not to), directly or indirectly, through any Affiliate, Representative or otherwise, (a) solicit, initiate or encourage the submission of proposals or offers from any Person relating to any acquisition or purchase of the business or assets (except in the ordinary course) of, or any equity interest in, or any merger, consolidation or business combination with, ERC (an “Acquisition Proposal”), or (b) continue or participate in any discussion or negotiation regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with or assist, facilitate or encourage, any Acquisition Proposal by any other Person. Parent shall notify Buyer promptly upon the receipt by Parent or ERC, or any of their Affiliates or Representatives of any Acquisition Proposal.
No Solicitation of Offers. Each of Seller and Shareholder covenants ------------------------- and agrees that it or he will not solicit, entertain, encourage or assist any acquisition proposal with respect to the purchase or exchange of the Assets or any portion thereof, or with respect to any proposed merger, consolidation, sale of securities or other acquisition involving Seller, by or with any person other than Buyer until November 30, 1997.
