No Solicitation of Offers; Notice of Proposals from Others. (a) From the end of the Transaction Solicitation Period until such, if any, time as this Agreement terminates without Acquisition’s purchasing the Common Stock that is properly tendered in response to the Tender Offer and not withdrawn, except as provided in Section 5.2(b), the Company will (i) terminate all ongoing discussions regarding Acquisition Proposals or otherwise regarding possible Acquisition Transactions, (ii) not authorize or permit its or any of its subsidiaries' officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) or any other person directly or indirectly to initiate, solicit, knowingly encourage or otherwise knowingly facilitate (by making available non-public information or otherwise) any Acquisition Proposal or any inquiry or the making of any proposal or offer with respect to a possible Acquisition Transaction, and (iii) not enter into any agreement with anyone other than Parent or Acquisition regarding an Acquisition Transaction (other than a confidentiality agreement permitted by Section 5.2(b) or any other transaction that would make it impossible or impracticable for Acquisition and the Company to complete the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CreXus Investment Corp.), Agreement and Plan of Merger (Annaly Capital Management Inc)
No Solicitation of Offers; Notice of Proposals from Others. (a) From the end of the Transaction Solicitation Period until Until such, if any, time as this Agreement terminates without Acquisition’s purchasing the shares of Common Stock that is are properly tendered in response to the Tender Offer and not withdrawn, except as provided in Section 5.2(b5.1(b), the Company will (i) terminate all ongoing discussions regarding merger, reorganization, share exchange, consolidation or similar transaction involving the Company, or a purchase of or tender offer for a majority of the Company’s equity securities or a majority of the assets of the Company and its subsidiaries on a consolidated basis (each of those transactions being an “Acquisition Proposals Transaction”, a proposal or otherwise regarding possible offer to enter into an Acquisition TransactionsTransaction being an “Acquisition Proposal” and a person who makes an Acquisition Proposal being a “Potential Acquiror”), (ii) not authorize or permit its or any of its subsidiaries' ’ directors, officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by it or by any of its subsidiaries) or any other person directly or indirectly to initiate, solicit, knowingly encourage or otherwise knowingly facilitate (by making available non-public information or otherwise) any Acquisition Proposal or any inquiry or the making of any proposal or offer with respect to a possible Acquisition Transaction, and (iii) not enter into any agreement with anyone other than Parent or Acquisition regarding an Acquisition Transaction (other than a confidentiality agreement permitted by Section 5.2(b) or any other transaction that would make it impossible or impracticable for Acquisition and the Company to complete the Transactions5.1(b)).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Armour Residential REIT, Inc.), Agreement and Plan of Merger (Javelin Mortgage Investment Corp.)
