No Solicitation of Transaction. (a) Subject to Section 5.9(b), from the date hereof until the Closing, or, if earlier, the date on which this Agreement is terminated in accordance with ARTICLE VII, the Company shall not, and shall cause all of its Subsidiaries and each of their respective Representatives to not, directly or indirectly, (i) take any action to solicit, initiate, encourage or knowingly facilitate any inquiries that constitute or would reasonably be expected to lead to the making of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Parent or Parent Representatives) any non-public information or data with respect to the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal (other than the Merger), or (iv) enter into any agreement in principle, term sheet, arrangement, understanding, contract or definitive or preliminary agreement, other than a confidentiality agreement in order for the Company to comply with Section 2.16, relating to an Acquisition Proposal. Upon execution of this Agreement, the Company shall, and shall cause all of its Subsidiaries and each of their respective Representatives to, immediately cease any discussions, negotiations or communications with any party or parties with respect to any Acquisition Proposal; provided, however, that nothing in this Section 5.9 shall preclude the Company or its Representatives from contacting any such party or parties solely for the purpose of complying with the provisions of the first clause of this sentence or to enforce the provisions of any confidentiality agreement entered into with any Person with respect to a potential Acquisition Proposal.
(b) Notwithstanding anything to the contrary contained in this Agreement but subject to compliance with the requirements set forth in Section 2.16, the Company may take any of the actions described in Section 5.9(a) (other than the actions described in Section 5.9(a)(i)) if, but only if, (i) the Company has received a bona fide unsolicited written Acquisition Proposal, prior to the Company Shareholders’ Meeting, that did not result from a breach of this Section 5.9; (ii) the Company’s Board of Directors determines (in accordance with this Agreement) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; (iii) the Company has...
No Solicitation of Transaction. The Seller shall not, and shall use its best efforts to cause its representatives not to, directly or indirectly, take any of the following actions with any person other than the Purchaser without the prior written consent of the Purchaser: (A) solicit, initiate, facilitate or encourage, or furnish information with respect to the Seller, in connection with, any inquiry, proposal or offer with respect to any merger, consolidation or other business combination involving the Seller or the acquisition of all or a substantial portion of the assets of, or any securities of, the Seller (an “Alternative Transaction”); (B) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Alternative Transaction; or (C) enter into any agreement, arrangement or understanding with respect to an Alternative Transaction or requiring the Seller to abandon, terminate or refrain from consummating a transaction with the Purchaser.
No Solicitation of Transaction. The Company shall not, directly or indirectly, initiate, solicit or encourage any discussions or negotiations, or enter into any agreements, with any Person other than the Purchasers with respect to the sale of any of its capital stock or the sale of all or any material portion of its assets or the merger or consolidation of the Company with any other Person. The Company shall, promptly after receipt thereof by the Company, notify the Purchasers of any offer by any Person to make any such purchase, merger or consolidation or enter into any such agreement.
No Solicitation of Transaction. Prior to the Closing Date, Seller shall not, and shall cause the Genesis Companies not to, directly or indirectly (i) solicit, initiate, encourage or facilitate any inquiries with respect to, or the making of, any Acquisition Proposal, (ii) approve, endorse or recommend any Acquisition Proposal, (iii) enter into or engage in negotiations or discussions with, or furnish any information to, any third party relating to an Acquisition Proposal; or (iv) enter into any agreement in principle, arrangement, understanding, contract or agreement relating to an Acquisition Proposal. Upon execution of this Agreement Seller shall immediately cease any discussions, negotiations or communications with any Person with respect to any Acquisition Proposal and instruct to be returned or destroyed all nonpublic information provided by or on behalf of the Company or any of its Subsidiaries to such Person; provided, however, that nothing in this Section 5.8 shall preclude Seller or its Representatives from contacting any such party or parties solely for the purpose of complying with the provisions of the first clause of this sentence. The Company and Seller shall promptly notify Purchaser upon receipt of any proposal, offer or indication of interest from any third party with respect to a potential Acquisition Proposal, which notice shall include the identity of any person or entity making such Acquisition Proposal.
No Solicitation of Transaction. The Company shall not, and shall use its best efforts to cause its Representatives not to, directly or indirectly, take any of the following actions with any Person other than the Purchaser without the prior written consent of the Purchaser: (A) solicit, initiate, facilitate or encourage, or furnish information with respect to the Company, in connection with, any inquiry, proposal or offer with respect to any merger, consolidation or other business combination involving the Company or the acquisition of all or a substantial portion of the assets of, or any securities of, the Company (an "Alternative Transaction"); (B) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Alternative Transaction; or (C) enter into any agreement, arrangement or understanding with respect to an Alternative Transaction or requiring the Company to abandon, terminate or refrain from consummating a transaction with the Purchaser.
No Solicitation of Transaction. Prior to the earlier of (i) the Closing, or (ii) the termination of this Agreement pursuant to Section 10, the Seller shall not, and shall use its commercially reasonable best efforts to cause its representatives not to, directly or indirectly, take any of the following actions with any person other than the Purchasers without the prior written consent of all the Purchasers: (A) solicit, initiate, facilitate or encourage, or furnish information with respect to the Seller, in connection with, any inquiry, proposal or offer with respect to any equity transaction involving the Seller (an "Alternative Transaction") (other than the information which the Seller provides to other persons in the ordinary course of its business consistent with past custom and practice, so long as the Seller and its stockholders have no reason to believe that the information may be utilized to evaluate an Alternative Transaction); (B) negotiate, discuss explore or otherwise communicate or cooperate in any way with any third party with respect to any Alternative Transaction; or (C) enter into any agreement, arrangement or understanding with respect to an Alternative Transaction or requiring the Seller to abandon, terminate or refrain from consummating a transaction with the Purchasers. The Seller shall, and shall use its commercially reasonable best efforts to cause its representatives to, notify the Purchasers orally and in writing promptly upon receipt of any inquiry, offer or proposal with respect to an Alternative Transaction, including the identity of the party making such inquiry, offer or proposal and stating the terms thereof. The Seller shall immediately cease any existing discussions or negotiations with any third party relating to any proposed Alternative Transaction; provided, however, that the foregoing restrictions with respect to Alternative Transactions shall have no effect if the Board of Directors reasonably concludes in good faith, after consultation with its outside legal counsel, that, in light of such Alternative Transaction, the failure to take any such action would reasonably be expected to be a violation of the fiduciary obligations of the Board of Directors to the Seller's stockholders.
No Solicitation of Transaction. Prior to the earlier of (i) the Closing, or (ii) the termination of this Agreement pursuant to Section 8, the Seller shall not, and shall use its best efforts to cause its representatives (other than SCO Financial Group LLC and its affiliates) not to, directly or indirectly, take any of the following actions with any person other than the Purchasers without the prior written consent of all the Purchasers: (A) solicit, initiate, facilitate or encourage, or furnish information with respect to the Seller, in connection with, any inquiry, proposal or offer with respect to any equity transaction involving the Seller (an "Alternative Transaction") (other than the information which the Seller provides to other persons in the ordinary course of its business consistent with past custom and practice, so long as the Seller and its shareholders have no reason to believe that the information may be utilized to evaluate an Alternative Transaction); (B) negotiate, discuss explore or otherwise communicate or cooperate in any way with any third party with respect to any Alternative Transaction; or (C) enter into any agreement, arrangement or understanding with respect to an Alternative Transaction or requiring the Seller to abandon, terminate or refrain from consummating a transaction with the Purchasers. The Seller shall, and shall use its best efforts to cause its representatives (other than SCO Financial Group LLC and its affiliates) to, notify the Purchasers orally and in writing promptly upon receipt of any inquiry, offer or proposal with respect to an Alternative Transaction, including the identity of the party making such inquiry, offer or proposal and stating the terms thereof. The Seller shall immediately cease any existing discussions or negotiations with any third party relating to any proposed Alternative Transaction.
No Solicitation of Transaction. The Companies shall not, and shall use their best efforts to cause their Representatives not to, directly or indirectly, take any of the following actions with any Person other than the Parent and Purchasers without the prior written consent of the Parent: (A) solicit, initiate, facilitate or encourage, or furnish information with respect to the Companies, in connection with, any inquiry, proposal or offer with respect to any merger, consolidation or other business combination involving the Companies or the acquisition of all or a substantial portion of the assets of, or any securities of, the Companies (an “Alternative Transaction”); (B) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Alternative Transaction; or (C) enter into any agreement, arrangement or understanding with respect to an Alternative Transaction or requiring the Companies to abandon, terminate or refrain from consummating a transaction with the Parent and the Purchasers.
No Solicitation of Transaction. (a) From the date hereof until the Closing Date, or, if earlier, the date on which this Agreement is terminated in accordance with ARTICLE VIII, Seller shall not, and shall not authorize, directly or indirectly, any of its officers, directors, employees, investment bankers, attorneys, accountants, agents, advisors or other representatives to, directly or indirectly, (i) take any action to solicit, initiate, encourage or knowingly facilitate (including by way of furnishing nonpublic information or assistance) any inquiries with respect to, or the making of, any Acquisition Proposal, (ii) approve, negotiate, endorse or recommend any Acquisition Proposal, or (iii) enter into any agreement in principle, arrangement, understanding, contract or agreement relating to an Acquisition Proposal. Upon execution of this Agreement, Seller shall, and shall direct its officers, directors, employees, investment bankers, attorneys, accountants, agents, advisors and other representatives to, immediately cease any discussions, negotiations or communications with any party or parties with respect to any Acquisition Proposal; provided, however, that nothing in this Section 5.8 shall preclude Seller or its representatives from contacting any such party or parties solely for the purpose of complying with the provisions of the first clause of this sentence or to enforce the provisions of any confidentiality agreement entered into with any Person with respect to a potential Acquisition Proposal.
No Solicitation of Transaction. From the date of this Agreement through the Closing Date, the Westport Entities will not, and will cause their respective officers, directors, employees or other agents not to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Westport Acquisition Proposal or (ii) engage in negotiations or discussions with, or disclose any nonpublic information relating to Westport, or afford access to their respective properties, books or records to any Person that may be considering making, or has made, a Westport Acquisition Proposal.
