No Solicitation of Other Proposals. (a) From the Effective Date until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, neither the Company nor any Stockholder Party shall, nor shall such Person permit any of their respective Affiliates or Subsidiaries to authorize or permit any of its respective stockholders, directors, officers, employees, consultants, advisors, representatives or agents (collectively, the “Company Representatives”) to, directly or indirectly, (i) solicit, initiate, entertain, knowingly facilitate or encourage, or take any action to solicit, initiate, entertain or knowingly facilitate or encourage, any inquiries regarding or the making of any proposal or offer that constitutes or would reasonably be expected to result in an Acquisition Proposal (as defined herein) or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any Acquisition Proposal or any inquiry which would reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub or any of their Affiliates) relating to (i) any merger, consolidation, reorganization or other direct or indirect business combination, recapitalization, liquidation, winding-up of, or similar transaction, involving the Company, (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial portion of the Intellectual Property or a substantial portion of the business or other assets, rights or properties of the Company, other than licenses to end users in the Ordinary Course of Business. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Repre...
No Solicitation of Other Proposals. Notwithstanding anything in the Existing Stockholders Agreement to the contrary, prior to the earlier of the Closing or the termination of this Agreement pursuant to Section 9.1, Seller shall not and shall cause York not to, directly or indirectly, take (and Seller shall not authorize or permit any of his or York's Representatives or, to the extent within Seller's control, other Affiliates to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any Takeover Proposal, (ii) enter into any agreement with respect to any Takeover Proposal or enter into any agreement, arrangement or understanding requiring York or Seller to abandon, terminate or fail to consummate the Transactions or any other transaction contemplated by this Agreement, or (iii) participate in any way in discussions or negotiations with, or furnish any information to, any Person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Takeover Proposal. Seller hereby represents that it is not now engaged in discussions or negotiations with any Person other than Buyer Parties with respect to any Takeover Proposal.
No Solicitation of Other Proposals. 6.6.1. From the date hereof until the earlier of (i) the Closing Date and (ii) the termination of this Agreement in accordance with its terms, neither Seller nor any of its directors, officers, shareholders, employees, agents, investment bankers, accountants, consultants, financial advisors, counsel, financing sources or representatives (collectively, “Representatives”; such term to apply with respect to Purchaser to such persons of the Purchaser) shall take any action to, and shall not, directly or indirectly, encourage, initiate, solicit or engage in discussions or negotiations with, or provide any information to, any Person other than Purchaser (and its Representatives) concerning any Alternate Transaction. From the date hereof until the earlier of (i) the Closing Date and (ii) the termination of this Agreement in accordance with its terms, Seller shall promptly notify Purchaser of the receipt by it or any of its Representatives of any proposal or offer regarding an Alternate Transaction or any indication that any Person is considering making a proposal or offer regarding an Alternate Transaction.
6.6.2. If (i) Seller breaches Section 6.6.1 hereof or Seller terminates this Agreement other than in accordance with Section 10.1 hereof, and (ii) within twelve (12) months after the date of such breach; the Shareholder or Seller signs a letter of intent or other agreement relating to the acquisition of a material portion of the Seller Stock, its assets, or the Business, in whole or in part, whether directly or indirectly, through purchase, merger, consolidation, or otherwise and such transaction is ultimately consummated, then, immediately upon the closing of such transaction, the Shareholder shall pay, or cause Seller to pay, to Purchaser the greater of $200,000 or the expenses incurred by Purchaser in connection with this Agreement and the transactions contemplated herein, including, but not limited to, the fees of attorneys, advisors, accountants, consultants, brokers, finders and trustees of Purchaser. This fee will not serve as the exclusive remedy to Purchaser under this Agreement in the event of a breach of Section 6.6.1 or any other covenant herein, and Purchaser shall be entitled to all other rights and remedies provided by law or in equity.
No Solicitation of Other Proposals. (a) During the Interim Period, neither the Company nor Parent shall, and each shall cause their respective directors, officers, employees, representatives, advisors or agents not to: (i) solicit or encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, an offer for a merger, consolidation, business combination, purchase or sale of substantial assets, purchase or sale of shares of capital stock or similar transaction or series of transactions involving the Company, Parent, or their respective Subsidiaries, other than the transactions contemplated by this Agreement and other than the acquisition activity contemplated by the Company as set forth in Schedule 4.2 (any of the foregoing, an “Acquisition Proposal”); or (ii) engage in discussions concerning, or agree to any Acquisition Proposal.
(b) Each party shall notify the other as soon as practicable (and in any event within 24 hours) after receipt by such party (or its advisors) of any Acquisition Proposal or any request for access to the properties, books, records or other information of such party by any Person that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made both orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal or inquiry. Each party shall notify the other of any discussions with any such offeror and disclose the substance of such discussions to Parent in reasonable detail within 24 hours of such discussions.
(c) Each party shall be entitled to provide copies of this Section 4.2 to third parties who, on an unsolicited basis after the date of this Agreement, contact such party regarding an Acquisition Proposal, provided that the other party shall concurrently be notified of such contact and delivery of such copy.
No Solicitation of Other Proposals. Unless this Agreement shall have been terminated, neither the Company on the one hand, nor Parent or Merger Sub on the other, shall, directly or indirectly, through any shareholder (or affiliate thereof), officer, director, employee, representative or agent, initiate, solicit, encourage, consider, entertain or otherwise consider any other offers for or inquiries about, or hold discussions with any person regarding, the acquisition of any assets or capital stock of the Company or Parent, as applicable. Neither the Company on the one hand, nor Parent or Merger Sub on the other, shall, directly or indirectly, through any shareholder (or affiliate thereof), officer, director, employee, representative or agent, engage in any negotiations concerning, provide any confidential information or data to, or have any discussions with, any person relating to the acquisition of any assets or capital stock of the Company or Parent, as applicable, whether initiated before or after this Agreement. The Company on the one hand, and Parent on the other, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to the acquisition of any assets or capital stock of the Company or Parent, as appropriate. Each Party will notify the other immediately in writing of any such inquiries or proposals received and the name of such person and the material terms and conditions of any proposals or offers.
No Solicitation of Other Proposals. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, none of Seller or any of its Affiliates or Representatives (collectively, the “Seller Representatives”) shall directly or indirectly, (i) solicit, facilitate, initiate, entertain, encourage or take any action to solicit, facilitate, initiate, entertain or encourage, any inquiries or communications or the making of any proposal or offer that constitutes or may constitute an Acquisition Proposal, (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication that might reasonably be expected to result in an Acquisition Proposal or (iii) approve or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal.
No Solicitation of Other Proposals. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Seller Group shall not, nor shall they permit any of their officers, directors, employees, representatives or agents (collectively, the “Seller Representatives”), directly or indirectly, to (i) solicit, encourage, facilitate, or initiate any inquiries or communications offer that constitutes or may constitute an Acquisition Proposal, (ii) participate or engage in any inquiries, discussions or negotiations with any Person concerning any Acquisition Proposal; or (iii) enter into or execute any agreement relating to an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to any merger, consolidation or other business combination involving the sale or other disposition of all or any significant portion of the Business or the Acquired Assets.
No Solicitation of Other Proposals. The Stockholder acknowledges and agrees that it has read and understands Section 5.3 of the Merger Agreement and hereby agrees that from the date hereof until the occurrence of a Termination Event, it shall be bound by the provisions of Section 5.3 of the Merger Agreement to the same extent as if the Stockholder were a party to the Merger Agreement.
No Solicitation of Other Proposals. (a) From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, neither the Company nor any Seller shall, authorize or permit any of its respective officers, directors, employees, representatives or agents (collectively, the “Company Representatives”) directly or indirectly to, (i) solicit, facilitate, initiate, encourage or take any action to solicit, facilitate, initiate or encourage, any inquiries or communications or the making of any proposal or offer that constitutes or may constitute an Acquisition Proposal or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication which might reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to any merger, consolidation, recapitalization, liquidation or other direct or indirect business combination or reorganization, involving the Company or the issuance or acquisition of shares of capital stock or other securities of the Company or any tender or exchange offer that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other securities of the Company, or the sale, lease, exchange, license (whether exclusive or not), or other disposition of any significant portion of the business or other assets of either Company, or any other transaction, the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the transactions contemplated hereby or which would reasonably be expected to diminish significantly the benefits to Buyer or its Affiliates of the transactions contemplated hereby. The Company shall immediately cease and cause to be terminated and shall cause all Company Representatives to immediately terminate and cause to be terminated all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. The Company shall promptly notify the Company Representative of its obligations under this Section 6.6. Without limiting the foregoing, it...
No Solicitation of Other Proposals. Section 4.3. Best Elite Shareholder Approvals Section 4.4. PRC Shares Section 4.5. Preparation of Proxy Statement Section 4.6. UMC Shareholder Approvals Section 4.7. Access to Information; Confidentiality
