Common use of No Solicitation of Other Bids Clause in Contracts

No Solicitation of Other Bids. Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (a) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (b) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (c) enter into any agreement or other instrument (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer) concerning (a) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (b) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (c) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or Assets. Seller agrees that the rights and remedies for noncompliance with this Section 8.7 shall include having such provision specifically enforced by any court having equity jurisdiction.

No Solicitation of Other Bids. Seller (a) The Company shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (ciii) enter into any agreement agreements or other instrument instruments (whether or not binding) regarding an Acquisition Proposal. Seller The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than BuyerHoldings or any of its Affiliates) concerning (ai) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCompany or any of its Subsidiaries; (bii) the issuance or acquisition of shares of capital stock or other equity securities of the CompanyCompany or any of its Subsidiaries; or (ciii) the sale, lease, exchange or other disposition of any significant portion of the Company’s Company or any of its Subsidiaries’ properties or Assets. Seller agrees that the rights and remedies for noncompliance with this Section 8.7 shall include having such provision specifically enforced by any court having equity jurisdictionassets.

No Solicitation of Other Bids. Seller (a) The Company shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives toRepresentatives, directly or indirectly, to (ai) encourage, solicit, initiate, facilitate facilitate, or continue inquiries regarding an Acquisition Proposal; (bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (ciii) enter into any agreement agreements or other instrument instruments (whether or not binding) regarding an Acquisition Proposal. Seller The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal proposal, or offer from any Person (other than Buyerthe Parent or any of its Affiliates) concerning (aA) a merger, consolidation, liquidation, recapitalization, share exchange exchange, or other business combination transaction involving the Company; (bB) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (cB) the sale, lease, exchange exchange, or other disposition of any significant portion of the Company’s properties or Assets. Seller agrees that the rights and remedies for noncompliance with this Section 8.7 shall include having such provision specifically enforced by any court having equity jurisdictionassets.

No Solicitation of Other Bids. Seller shall not, and (a) The Company shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (ciii) enter into any agreement agreements or other instrument instruments (whether or not binding) regarding an Acquisition Proposal. Seller The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the CompanyStockholders) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than BuyerBuyer or any of its Affiliates) concerning (ai) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (bii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (ciii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or Assets. Seller agrees that the rights and remedies for noncompliance with this Section 8.7 shall include having such provision specifically enforced by any court having equity jurisdictionassets.

No Solicitation of Other Bids. (a) No Seller shall, and no Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (ciii) enter into any agreement agreements or other instrument instruments (whether or not binding) regarding an Acquisition Proposal. Each Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean means any inquiry, proposal or offer from any Person (other than BuyerBuyer or any of its Affiliates) concerning (a) a mergerrelating to the direct or indirect disposition, consolidationwhether by asset sale, liquidation, recapitalizationstock purchase, share exchange exchange, merger or other business combination transaction involving the Company; (b) the issuance otherwise, of all or acquisition of shares of capital stock or other equity securities of the Company; or (c) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties Business or Assets. Seller agrees the Purchased Assets or any other transaction that would be inconsistent with the rights and remedies for noncompliance with transactions contemplated by this Section 8.7 shall include having such provision specifically enforced by any court having equity jurisdictionAgreement.

No Solicitation of Other Bids. Seller (a) The Company shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (ciii) enter into any agreement agreements or other instrument instruments (whether or not binding) regarding an Acquisition Proposal. Seller The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than BuyerParent, Merger Sub or any of its Affiliates) concerning (ai) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (bii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (ciii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or Assets. Seller agrees assets; provided that the rights and remedies for noncompliance with this Section 8.7 shall include having such provision specifically enforced exercise of options or any inquiry, proposal or offer by any court having equity jurisdictionEquityholder with respect to the exercise of options of the Company shall not, for purposes of this Agreement, be considered an Acquisition Proposal.

No Solicitation of Other Bids. Seller (a) The Company shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (ciii) enter into any agreement agreements or other instrument instruments (whether or not binding) regarding an Acquisition Proposal. Seller The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted heretofore with respect to, or that could would reasonably be expected to lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than BuyerParent or any of its Affiliates) concerning (ai) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCompany Entities; (bii) the issuance or acquisition of shares of capital stock or other equity securities of the Companyany Company Entity; or (ciii) the sale, lease, exchange or other disposition of any significant portion of the Company’s any Company Entities’ properties or Assets. Seller agrees assets; provided, however, that no inquiry, proposal or offer with respect to the rights and remedies for noncompliance with this Section 8.7 Taxable Distribution Transaction shall include having such provision specifically enforced by any court having equity jurisdictionconstitute an Acquisition Proposal.

No Solicitation of Other Bids. Seller (a) Vendor shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (ciii) enter into any agreement agreements or other instrument instruments (whether or not binding) regarding an Acquisition Proposal. Seller Vendor shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the CompanyAGB) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than BuyerPurchaser or any of its Affiliates) concerning (ai) a merger, consolidationamalgamation, arrangement, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyAGB; (bii) the issuance or acquisition of shares of capital stock in the capital, or other equity securities securities, of the CompanyAGB; or (ciii) the sale, lease, exchange or other disposition of substantially all or any significant portion of the CompanyAGB’s properties or Assets. Seller agrees that the rights and remedies for noncompliance with this Section 8.7 shall include having such provision specifically enforced by any court having equity jurisdictionassets.

No Solicitation of Other Bids. Seller (a) The Company shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (ciii) enter into any agreement agreements or other instrument instruments (whether or not binding) regarding an Acquisition Proposal. Seller The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than BuyerBuyer or any of its Affiliates) concerning (ai) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (bii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (ciii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or Assets. Seller agrees that the rights and remedies for noncompliance with this Section 8.7 shall include having such provision specifically enforced by any court having equity jurisdictionassets.

No Solicitation of Other Bids. Seller (a) The Company shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (ciii) enter into any agreement agreements or other instrument instruments (whether or not binding) regarding an Acquisition Proposal. Seller The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than BuyerParent or any of its Affiliates) concerning (ai) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (bii) the issuance or acquisition of shares of capital stock Company Membership Interests or other equity securities of the Company; or (ciii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or Assets. Seller agrees that the rights and remedies for noncompliance with this Section 8.7 shall include having such provision specifically enforced by any court having equity jurisdictionassets.

No Solicitation of Other Bids. Seller (a) Company shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives Agents to, directly or indirectly, (ai) encourage, solicit, initiate, facilitate initiate or continue inquiries regarding an Acquisition Proposal; (bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (ciii) enter into any agreement agreements or other instrument instruments (whether or not binding) regarding an Acquisition Proposal. Seller Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives Agents to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than BuyerParent or any of its Affiliates) concerning (aA) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (bB) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (cC) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or Assets. Seller agrees that the rights and remedies for noncompliance with this Section 8.7 shall include having such provision specifically enforced by any court having equity jurisdictionassets.

No Solicitation of Other Bids. Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, , (a) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (b) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (c) enter into any agreement or other instrument (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer) concerning (a) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (b) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (c) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or Assets. Seller agrees that the rights and remedies for noncompliance with this Section 8.7 shall include having such provision specifically enforced by any court having equity jurisdiction.

No Solicitation of Other Bids. Seller (a) The Company shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (ciii) enter into any agreement agreements or other instrument instruments (whether or not binding) regarding an Acquisition Proposal. Seller The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than BuyerHoldings or any of its Affiliates) concerning (ai) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCompany or any of its Subsidiaries; (bii) the issuance or acquisition of shares interests of capital stock interests or other equity securities of the CompanyCompany or any of its Subsidiaries; or (ciii) the sale, lease, exchange or other disposition of any significant portion of the Company’s Company or any of its Subsidiaries’ properties or Assets. Seller agrees that the rights and remedies for noncompliance with this Section 8.7 shall include having such provision specifically enforced by any court having equity jurisdictionassets.

No Solicitation of Other Bids. (a) No Seller shall, and no Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, , (ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (ciii) enter into any agreement agreements or other instrument instruments (whether or not binding) regarding an Acquisition Proposal. Each Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean means any inquiry, proposal or offer from any Person (other than BuyerBuyer or any of its Affiliates) concerning (a) a mergerrelating to the direct or indirect disposition, consolidationwhether by asset sale, liquidation, recapitalizationstock purchase, share exchange exchange, merger or other business combination transaction involving the Company; (b) the issuance otherwise, of all or acquisition of shares of capital stock or other equity securities of the Company; or (c) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties Business or Assets. Seller agrees the Purchased Assets or any other transaction that would be inconsistent with the rights and remedies for noncompliance with transactions contemplated by this Section 8.7 shall include having such provision specifically enforced by any court having equity jurisdictionAgreement.

No Solicitation of Other Bids. Seller (a) The Company shall not, and shall not authorize or permit any of cause its Affiliates (including the Company) or any of its or their Representatives not to, directly or indirectly, (ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (ciii) enter into any agreement agreements or other instrument instruments (whether or not binding) regarding an Acquisition Proposal. Seller The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than BuyerParent or any of its Affiliates) concerning (ai) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (bii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (ciii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or Assets. Seller agrees that the rights and remedies for noncompliance with this Section 8.7 shall include having such provision specifically enforced by any court having equity jurisdictionassets.

No Solicitation of Other Bids. Seller (a) The Company shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, at any time prior to the End Date, (ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (ciii) enter into any agreement agreements or other instrument instruments (whether or not binding) regarding an Acquisition Proposal. Seller The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted heretofore with respect to, or that could lead to, to an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than BuyerParent or any of its Affiliates) concerning (ai) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (bii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (ciii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or Assetsassets. Seller agrees that the rights and remedies for noncompliance with Nothing in this Section 8.7 shall include having such provision specifically enforced by any court having equity jurisdiction.6.05