No Solicitations. (a) Except as contemplated by Section 8.6(c) of this Agreement and prior to the Effective Time or until the termination of this Agreement, Target shall not, and shall use its best efforts to ensure that its directors, officers, employees, advisers and agents shall not, directly or indirectly, without the prior written approval of Purchaser, (i) solicit, initiate or authorize inquiries, discussions, negotiations, or submissions of proposals with respect to, furnish any information regarding, enter into any Contract with respect to or participate in any Acquisition Proposal; (ii) knowingly provide or furnish any nonpublic information about or with respect to the Target and Target Bank; or (iii) subject to Section 8.6(c) below, withdraw its recommendation to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction. (b) Target shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and will notify Purchaser immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates. (c) Nothing contained in this Section 8.6 shall prohibit any officer or director of Target from taking any action that the Board of Directors of Target shall determine in good faith, after consultation with legal counsel, is required by law or is required to discharge his or her fiduciary duties to Target and its shareholders. (d) Target shall immediately cease and cause to be terminated all existing discussions or negotiations with any persons conducted with respect to any Acquisition Transaction except those contemplated by this Agreement. (e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof, including but not limited to the identity of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.
Appears in 3 contracts
Samples: Merger Agreement (Buckhead Community Bancorp Inc), Agreement and Plan of Reorganization (Atlantic Southern Financial Group, Inc.), Agreement and Plan of Reorganization (Allied Bancshares Inc)
No Solicitations. (a) Except as contemplated by Section 8.6(c) of this Agreement and prior to the Effective Time or until the termination of this Agreement, Target shall notNo party hereto shall, and each such party shall use its best efforts to ensure that cause its directorsSubsidiaries not to, officers, employees, advisers and agents shall notpermit any of its Representatives, directly or indirectlyindirectly initiate, without the prior written approval of Purchaser,
(i) solicit, initiate solicit or authorize inquiries, discussions, negotiationsencourage, or submissions take any action to facilitate the making of proposals with respect any offer or proposal which constitutes or is reasonably likely to lead to, furnish any Business Combination Proposal (as hereinafter defined), or, in the event of an unsolicited Business Combination Proposal, except to the extent required by their fiduciary duties under applicable law if so advised in a written opinion of outside counsel, engage in negotiations or provide any information regarding, enter into or data to any Contract with respect person relating to or participate in any Acquisition Business Combination Proposal;
(ii) knowingly provide or furnish any nonpublic information about or with respect to the Target and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw its recommendation to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target Each party hereto shall instruct its officersnotify the other parties orally and in writing of any such inquiries, directorsoffers or proposals (including, agents without limitation, the terms and affiliates to refrain from doing conditions of any such proposal and the identity of the above person making it), within 24 hours of the receipt thereof, shall keep the other parties informed of the status and will notify Purchaser immediately if details of any such inquiries inquiry, offer or proposals are received by itproposal, and shall give the other parties five days' advance notice of any such information is requested from it, agreement to be entered into with or any such negotiations or discussions are sought information to be initiated with supplied to any of its officersperson making such inquiry, directors, agents and affiliates.
(c) Nothing contained in this Section 8.6 shall prohibit any officer offer or director of Target from taking any action that the Board of Directors of Target shall determine in good faith, after consultation with legal counsel, is required by law or is required to discharge his or her fiduciary duties to Target and its shareholders.
(d) Target proposal. Each party hereto shall immediately cease and cause to be terminated all existing discussions or negotiations and negotiations, if any, with any persons parties conducted heretofore with respect to any Acquisition Transaction except those Business Combination Proposal.
(c) As used in this Section 8.12, "Business Combination Proposal" shall mean any tender or exchange offer, proposal for a merger, consolidation or other business combination involving any party to this Agreement or any of its material Subsidiaries, or any proposal or offer (in each case, whether or not in writing and whether or not delivered to the shareholders of a party generally) to acquire in any manner, directly or indirectly, a substantial equity interest in or a substantial portion of the assets of any party to this Agreement or any of its material Subsidiaries, other than pursuant to the transactions contemplated by this Agreement.
(e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof, including but not limited to the identity of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.
Appears in 3 contracts
Samples: Merger Agreement (Wisconsin Power & Light Co), Merger Agreement (WPL Holdings Inc), Merger Agreement (Ies Industries Inc)
No Solicitations. (a) Except as contemplated by Section 8.6(c) From the date of this Agreement and prior to until the Effective Time or until Time, the termination of this Agreement, Target Company and the Operating Partnership shall not, and shall use not authorize or permit any of the Company Subsidiaries, or any of its best efforts to ensure that its or their officers, trustees, directors, officerspartners, employeesAffiliates or employees or any investment banker, advisers and agents shall notfinancial advisor, attorney, accountant, agent or other representative retained by it or any of its Subsidiaries (collectively, the “Company Representatives”), directly or indirectly, without the prior written approval of Purchaser,
to (i) solicit, initiate or authorize knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries, discussions, negotiations, proposals or submissions of proposals with respect offers or any other efforts or attempts that constitute or that reasonably may be expected to lead to, furnish any information regarding, enter into any Contract with respect to a Competing Proposal or (ii) initiate or participate in any Acquisition Proposal;
discussions or negotiations (ii) knowingly provide or furnish any nonpublic information about or other than to seek clarifications with respect to the Target and Target Bank; or
(iiiCompeting Proposal) subject regarding, or that reasonably may be expected to lead to, a Competing Proposal or approve or recommend, or publicly propose to approve or recommend, a Competing Proposal or enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement relating to a Competing Proposal, or enter into any agreement or agreement in principle requiring the Company or the Operating Partnership to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder or resolve, propose or agree to do any of the foregoing, except as contemplated in Section 8.6(c) below6.5(d). Without limiting the foregoing, withdraw the Company shall be responsible for any failure on the part of its recommendation Company Representatives to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transactioncomply with this Section 6.5.
(b) Target shall instruct its officersAny other provision of this Agreement notwithstanding, directors, agents and affiliates at any time prior to refrain from doing any the receipt of the above and will notify Purchaser immediately Company Shareholder Approval, if any such inquiries the Company receives a bona fide written Competing Proposal from a third party (which was not solicited, initiated, encouraged or proposals are received by itfacilitated in violation of Section 6.5(a)) after the date hereof, any such information is requested from itthe Company (x) may furnish, or any such negotiations or discussions are sought cause to be initiated furnished, non-public information with any respect to the Company and the Company Subsidiaries to the Person who made such Competing Proposal and to its financing sources and Persons or entities working in concert with it (collectively, a “Third Party”), and (y) may participate in discussions and negotiations regarding such Competing Proposal, if, in the case of its officerseither clause (x) or (y): (A) prior to taking such action, directorsthe Company enters into a confidentiality agreement with the Person who made such Competing Proposal with respect to such Competing Proposal that is substantially similar (except for the absence of standstill provisions) to the Confidentiality Agreement dated as of July 5, agents 2007 between the Company and affiliates.
Parent (cthe “Confidentiality Agreement”), and (B) Nothing contained in this Section 8.6 shall prohibit any officer or director of Target from taking any action that the Company Board of Directors of Target shall determine determines in good faith, after consultation with its outside legal counselcounsel and independent financial advisors, is required by law that such Competing Proposal is, or is required reasonably likely to discharge his lead to, a Superior Proposal.
(c) The Company and the Operating Partnership shall provide prompt (within twenty-four (24) hours following receipt thereof) oral and written notice to Parent of (i) the receipt of any Competing Proposal, or her fiduciary duties any material modification or amendment to Target any Competing Proposal, by the Company, the Operating Partnership, any Company Subsidiary or any Company Representative, (ii) a copy of any documents or agreements provided in contemplation of such Competing Proposal (including any amendments, supplements or modifications thereto but excluding any financing documents or agreements it is not permitted to deliver as a result of confidentiality restrictions), and its shareholders(iii) the identity of such Person or entity making any such Competing Proposal. The Company and the Operating Partnership shall keep Parent reasonably informed on a current basis, to the extent reasonably practicable, but in any event as promptly as practicable, of the status and material details (including any change to the material terms and conditions) of any such Competing Proposal. The Company and the Operating Partnership shall not, and shall cause each of the Company Subsidiaries not to, enter into any confidentiality agreement with any Person subsequent to the date hereof which prohibits the Company or the Operating Partnership from providing such information to Parent.
(d) Target Subject to this paragraph (d) and to Section 8.1(e), neither the Company Board nor any committee of the Company Board may (i) withdraw, qualify or modify or propose publicly to withdraw, qualify or modify, in each case, in a manner adverse to Parent, the Company Recommendation, or the approval or recommendation of any committee of the Company Board of the Merger or of any other transactions contemplated hereby, (ii) approve, recommend or endorse, or propose publicly to approve, recommend or endorse, a Competing Proposal (any action described in clauses (i) or (ii) being referred to as an “Adverse Recommendation Change”, it being agreed that the taking of any of the actions contemplated by Section 6.5(b), (c) or (f) shall not constitute, or be deemed to constitute, an Adverse Recommendation Change) or (iii) authorize or permit the Company or any of the Company Subsidiaries to enter into any agreement, arrangement or understanding (each, an “Acquisition Agreement”) contemplating, or that could reasonably be expected to lead to, a Competing Proposal (other than a confidentiality agreement in compliance with Section 6.5(b)). Notwithstanding the foregoing, at any time prior to receipt of the Company Shareholder Approval, the Company Board or a committee of the Company Board may (1) make an Adverse Recommendation Change for reasons not related to the receipt of a Competing Proposal if the Company Board determines in good faith after consultation with its independent financial advisors and outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties to the Company or its stockholders under applicable Law or (2) in response to a bona fide written Competing Proposal (which was not solicited, initiated, encouraged or facilitated in violation of Section 6.5(a)) made after the date hereof take an action referred to in clause (i), (ii) or (iii) above and, in the case of clause (iii), terminate this Agreement in accordance with Section 8.1(e) if, after consultation with its independent financial advisors and outside legal counsel, the Company Board determines in good faith that such Competing Proposal constitutes a Superior Proposal (a “Subsequent Determination”); provided, however, that such actions may only be taken at a time that is after (I) the third (3rd) Business Day following Parent’s receipt of written notice from the Company that the Company Board is prepared to take such action, and (II) at the end of such period, the Company Board determines in good faith, after taking into account all amendments or revisions committed to by Parent and after consultation with its independent financial advisors and outside legal counsel, that such Competing Proposal remains a Superior Proposal relative to the Merger, as supplemented by any Counterproposal. Any such written notice shall specify the material terms and conditions of such applicable Competing Proposal, include the most current version of any Acquisition Agreement (including any amendments, supplements or modifications thereto), identify the person making such Competing Proposal and state that the Company Board otherwise intends to make a Subsequent Determination (subject to compliance with this subsection (d)). During any such three Business Day period, Parent shall be entitled to deliver to the Company a counterproposal to such Competing Proposal (a “Counterproposal”). For the avoidance of doubt, the parties hereto acknowledge and agree that any amendment to the financial terms or any other material amendment to any material term of a Competing Proposal which amendment affects the determination of whether the Competing Proposal is a Superior Proposal to any Counterproposal shall be treated as a new Competing Proposal for the purposes of this Section 6.5(d) (requiring a new written notice by the Company and a new three Business Day period). For purposes of clarification, the statement by the Company that it has received a Competing Proposal, that its Board will consider such Competing Proposal and that its Board continues to recommend this Agreement pending such consideration shall not be deemed an Adverse Recommendation Change.
(e) Upon execution of this Agreement, the Company, the Operating Partnership and the Company Subsidiaries shall cease immediately cease and cause to be terminated any and all existing discussions activities, discussions, solicitations or negotiations with any persons parties conducted heretofore with respect to a Competing Proposal by or on behalf of the Company, the Operating Partnership or any Acquisition Transaction except those contemplated of the Company Representatives. The Company shall use its reasonable best efforts to cause (including by this Agreementwritten request) each Person with whom it has executed a confidentiality agreement within the twelve months prior to the date hereof in connection with its consideration of any Competing Proposal to return or destroy all confidential or other non-public information heretofore furnished to such Person by or on behalf of the Company, the Operating Partnership or any of the Company Representatives.
(ef) Each Party Any other provision of this Agreement notwithstanding, the Company Board may at any time take and disclose to its holders of Company Common Shares a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act, may issue a stop, look and listen announcement and may make any disclosure required by Rule 14a-9 promulgated under the Exchange Act or Item 1012(a) of Regulation M-A; provided, however, that neither the Company nor the Company Board shall promptly advise be permitted to recommend a Competing Proposal which is not a Superior Proposal; provided, further, that, for the avoidance of doubt, any public statements by the Company commenting on the merits of a Competing Proposal shall be an Adverse Recommendation Change other Party following the receipt of any Acquisition Proposal than (A) a “stop, look and the details thereof, including but not limited to the identity listen” or similar communication of the type contemplated by Rule 14d-9(f) of the Exchange Act, (B) an express rejection of a Competing Proposal or (C) an express reaffirmation of the Company Recommendation to its stockholders in favor of the Mergers.
(g) The Company shall not take any action to exempt any Person making (other than Parent or any of its Affiliates and other than in connection with an Acquisition Agreement following a Subsequent Determination) from the offerrestrictions on “control share acquisitions” contained in the Maryland Control Share Acquisition Act, proposal, inquiry as amended (or request and any similar provisions of the terms of MRL) or otherwise cause such offer, proposal, inquiry or request, and advise the other Party of any developments with respect restrictions not to such Acquisition Proposal promptly upon the occurrence thereofapply.
Appears in 3 contracts
Samples: Merger Agreement (Gramercy Capital Corp), Merger Agreement (American Financial Realty Trust), Stockholder Voting Agreement (Morgan Stanley)
No Solicitations. The Seller Parent agrees (ai) Except as contemplated by Section 8.6(c) that neither it nor any of this Agreement and prior to the Effective Time its Subsidiaries or until the termination of this Agreementother affiliates nor their respective Representatives shall initiate, Target shall not, and shall use its best efforts to ensure that its directors, officers, employees, advisers and agents shall notsolicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without the prior written approval of Purchaser,
(ilimitation, any proposal or offer to its shareholders) solicit, initiate or authorize inquiries, discussions, negotiations, or submissions of proposals with respect to, furnish any information regarding, enter into any Contract with respect to a merger, consolidation or participate other business combination involving the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase (or indirect purchase through the purchase of capital stock of Subsidiaries of the Seller Parent) of (A) all or any significant portion of the assets of the Company and its Subsidiaries taken as a whole or (B) any shares of capital stock of the Company or any of its material Subsidiaries (any such proposal or offer being hereinafter referred to as an “Alternative Proposal”), or engage in any Acquisition negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal;
; (ii) knowingly provide that it will immediately cease and cause to be terminated any existing activities, discussions or furnish negotiations with any nonpublic information about or parties with respect to any of the Target foregoing, and Target Bankit will take the necessary steps to inform such parties of its obligations under this Section; or
and (iii) subject to Section 8.6(c) below, withdraw its recommendation to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and that it will notify Purchaser immediately the Buyer promptly if any such inquiries inquiries, proposals or proposals offers are received by itby, any such information is requested from itfrom, or any such negotiations or discussions are sought to be initiated with or continued with, it or any of its officerssuch persons provided, directorshowever, agents and affiliates.
(c) Nothing that nothing contained in this Section 8.6 4.6 shall prohibit any officer or director of Target from taking any action that the Board of Directors of Target the Seller Parent, until such time as the Seller Parent shall determine have obtained the Seller Parent Shareholders’ Approval, from furnishing information to (but only pursuant to a confidentiality agreement in good faith, after consultation with legal counsel, is required by law customary form and having terms and conditions no less favorable to the Company than the Confidentiality Agreement) or is required to discharge his or her fiduciary duties to Target and its shareholders.
(d) Target shall immediately cease and cause to be terminated all existing entering into discussions or negotiations with any persons conducted person or group that makes an unsolicited bona fide Alternative Proposal, if, and only to the extent that, prior to receipt of the Seller Parent Shareholders’ Approval, (A) the Board of Directors of the Seller Parent, based upon the advice of the Seller Parent’s external legal advisors, determines in good faith that a failure to perform such action could reasonably be expected to result in a breach of its fiduciary duties imposed by law, (B) such Board of Directors has reasonably concluded in good faith (after consultation with its financial advisors) that the person or group making such Alternative Proposal is likely to have adequate sources of financing to consummate such Alternative Proposal, (C) such Board of Directors has reasonably concluded in good faith that such Alternative Proposal is more favorable to the Seller Parent than the Share Purchase contemplated hereby, (D) prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, the Seller Parent provides written notice to the Buyer to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (E) the Seller Parent keeps the Buyer appropriately informed of the status of any such discussions or negotiations; provided, further, that if the Seller Parent is unable to comply with the obligations set out in sub-clauses (D) or (E) above as a result of any obligation of confidentiality, the right to negotiate or provide information in the foregoing proviso shall be suspended (as if it had not been in effect since the date hereof) until such time as it is able to do so comply and has complied. Nothing in this Section 4.6 shall (x) permit the Seller Parent or the Seller to terminate this Agreement, (y) permit the Seller Parent or the Seller to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, the Seller Parent or the Seller, jointly and severally shall not enter into any Acquisition Transaction except those contemplated by agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal), or (z) affect any other obligation of the Seller Parent or the Seller under this Agreement.
(e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof, including but not limited to the identity of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Midamerican Energy Holdings Co /New/), Stock Purchase Agreement (Scottish Power PLC)
No Solicitations. (a) Except as contemplated by Section 8.6(c) of this Agreement and prior to the Effective Time or until the termination of this Agreement, Target Each party hereto shall not, and each such party shall cause its Subsidiaries not to, permit any of its Representatives to, and shall use its best efforts to ensure that its directors, officers, employees, advisers and agents shall notcause such persons not to, directly or indirectlyindirectly initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to, any Business Combination Proposal (as defined below), or, in the event of an unsolicited Business Combination Proposal, except to the extent required by their fiduciary duties under applicable law if so advised in a written opinion of outside counsel, engage in negotiations or provide any information or data to any person relating to any Business Combination Proposal. Each party hereto shall notify the other party orally and in writing of any such inquiries, offers or proposals (including, without limitation, the prior written approval terms and conditions of Purchaser,
(i) solicitany such proposal and the identity of the person making it), initiate within 24 hours of the receipt thereof, shall keep the other party informed of the status and details of any such inquiry, offer or authorize inquiriesproposal, discussions, negotiations, and shall give the other party five days' advance notice of any agreement to be entered into with or submissions of proposals with respect to, furnish any information regarding, enter into any Contract with respect to or participate in any Acquisition Proposal;
(ii) knowingly provide or furnish any nonpublic information about or with respect to the Target and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw its recommendation to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and will notify Purchaser immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with supplied to any of its officersperson making such inquiry, directors, agents and affiliates.
(c) Nothing contained in this Section 8.6 shall prohibit any officer offer or director of Target from taking any action that the Board of Directors of Target shall determine in good faith, after consultation with legal counsel, is required by law or is required to discharge his or her fiduciary duties to Target and its shareholders.
(d) Target proposal. Each party hereto shall immediately cease and cause to be terminated all existing discussions or negotiations and negotiations, if any, with any persons parties conducted heretofore with respect to any Acquisition Transaction except those Business Combination Proposal. As used in this SECTION 7.12, "BUSINESS COMBINATION PROPOSAL" shall mean any tender or exchange offer, proposal for a merger, consolidation or other business combination involving any party to this Agreement or any of its material subsidiaries, or any proposal or offer (in each case, whether or not in writing and whether or not delivered to the stockholders of a party generally) to acquire in any manner, directly or indirectly, a substantial equity interest in or a substantial portion of the assets of any party to this Agreement or any of its material subsidiaries, other than pursuant to the transactions contemplated by this Agreement and other than the "LIPA" transaction disclosed in the LILCO SEC Reports. From the date hereof until the termination or consummation of the transactions contemplated by this Agreement.
, neither party shall engage in any negotiations or material discussions with the Long Island Power Authority (e"LIPA") Each Party shall promptly advise or its representatives or agents without prior notification to or the presence of the other Party following the receipt of party hereto, and will not provide any Acquisition Proposal and the details thereof, including but not limited information or data to LIPA without providing a copy thereof to the identity of other party hereto. Nothing contained herein shall prohibit a party from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments Exchange Act with respect to such Acquisition a Business Combination Proposal promptly upon the occurrence thereofby means of a tender offer.
Appears in 2 contracts
Samples: Agreement and Plan of Exchange (Long Island Lighting Co), Agreement and Plan of Exchange (Brooklyn Union Gas Co)
No Solicitations. (a) Except as contemplated by Section 8.6(c) Juniper shall, and shall cause its Subsidiaries and its and their respective officers, directors, employees, representatives and agents to, immediately cease any activities, discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal, and request the return or destruction of all confidential information regarding Juniper and its Subsidiaries provided to any such persons on or prior to the date of this Agreement and prior pursuant to the Effective Time terms of any confidentiality agreements or until the termination of this Agreement, Target otherwise. Juniper shall not, and shall use cause its best efforts to ensure that Subsidiaries and its and their respective officers, directors, officerstrustees, employees, advisers representatives and agents shall notnot to, directly or indirectly, without the prior written approval of Purchaser,
(i) solicit, participate in, initiate or authorize inquiries, discussions, negotiationsencourage (including by way of furnishing information), or submissions take any other action designed or reasonably likely to facilitate or encourage, any inquiries or the making of proposals with respect any proposal that constitutes, or may reasonably be expected to lead to, furnish any information regarding, enter into any Contract with respect to Acquisition Proposal or (ii) participate in any Acquisition Proposal;
discussions or negotiations (iiincluding by way of furnishing information) knowingly provide or furnish any nonpublic information about or with respect to the Target and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw its recommendation to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target shall instruct its officersProposal; provided, directorshowever, agents and affiliates to refrain from doing that if, at any time before the date that is 60 days after the date on which the execution of the above and will notify Purchaser immediately if any such inquiries or proposals are received this Agreement by iteither Party is publicly announced, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates.
(c) Nothing contained in this Section 8.6 shall prohibit any officer or director of Target from taking any action that the Board of Directors of Target shall determine Juniper's Special Committee determines in good faith, after consultation with legal counseloutside counsel and a financial advisor of nationally recognized reputation, is required by law that such action is, or is required reasonably likely to discharge his be, necessary in order to comply with the duties of Juniper's Special Committee to Juniper or her fiduciary duties Juniper's stockholders under applicable law, Juniper may, provided that Juniper has complied in all respects with its obligations under this Section 6.5, in response to Target an Acquisition Proposal received by Juniper after the date hereof and subject to compliance with this Section 6.5, (x) provided that any such information has been or contemporaneously is provided to representatives of the Company's Special Committee, furnish information with respect to Juniper and its shareholdersSubsidiaries to the person making such Acquisition Proposal (or its designated representatives) pursuant to a confidentiality and standstill agreement and (y) participate in discussions or negotiations regarding such Acquisition Proposal.
(b) Except as set forth in Section 6.5(c), neither the Board of Directors of Juniper nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, Juniper's Recommendation, (ii) approve or recommend or take no position with respect to, or propose to approve or recommend or take no position with respect to, any Acquisition Proposal or (iii) cause Juniper to enter into any agreement related to any Acquisition Proposal (other than a confidentiality and standstill agreement with respect to an Acquisition Proposal as contemplated by Section 6.5(a)).
(c) If, before the date that is 60 days after the date on which the execution of this Agreement by either Party is publicly announced, Juniper's Special Committee determines in good faith, after consultation with outside counsel and a financial advisor of nationally recognized reputation, that such action is necessary in order to comply with the duties of Juniper's Special Committee to Juniper or Juniper's stockholders under applicable Law, Juniper's Board of Directors may, in accordance with a recommendation by Juniper's Special Committee to Juniper's Board of Directors to take such action and provided that Juniper has complied in all respects with its obligations under this Section 6.5 and has negotiated in good faith with the Company with respect to any amendment or modification to this Agreement proposed by the Company, (i) withdraw or modify its Recommendation or (ii) subject to the provisions of Section 8.1(c) hereof, cause Juniper to terminate this Agreement; but in either case (x) only at a time that is after the fifth business day following the receipt by the Company's Special Committee of written notice advising the Company that Juniper has received a definitive Acquisition Proposal and containing the information about such Acquisition Proposal specified by Section 6.5(d) and (y) only if simultaneously with taking such action it also executes a definitive agreement to implement such Acquisition Proposal. For purposes of this Section 6.5(c), "50%" shall be substituted for "20%" in the definition of the term "Acquisition Proposal."
(d) Target Juniper shall immediately cease and cause to be terminated all existing discussions or negotiations with any persons conducted with respect to any Acquisition Transaction except those contemplated by this Agreement.
(e) Each Party shall promptly advise the other Party following the receipt Company orally and in writing of any request for information or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal and the details thereof, including but not limited to the identity of the Person making such request or Acquisition Proposal. Juniper will immediately inform the offerCompany of any material developments in any discussions or negotiations with respect to, proposal, inquiry or request and any material change in the terms of (including amendments or proposed amendments) of, any such offer, proposal, inquiry request or request, and advise Acquisition Proposal. Juniper will promptly provide the other Party of Company with any developments agreements entered into by Juniper with respect to any such request or Acquisition Proposal promptly upon Proposal.
(e) Nothing contained in this Section 6.5 shall prohibit Juniper from taking and disclosing to its stockholders a position contemplated by Rule 14e-2 or Rule 14d-9 promulgated under the occurrence thereofExchange Act or from making any disclosure to Juniper's stockholders if, in the good faith judgment of the Special Committee of Juniper, after consultation with outside counsel, failure so to disclose would be inconsistent with applicable Law; provided, however, that neither Juniper nor its Board of Directors nor any committee thereof shall, except as specifically permitted by Section 6.5(c), withdraw or modify, or propose to withdraw or modify, its position with respect to the Merger or this Agreement or approve or recommend, or propose to approve or recommend, an Acquisition Proposal.
Appears in 2 contracts
Samples: Merger Agreement (Monmouth Capital Corp), Merger Agreement (Monmouth Real Estate Investment Corp)
No Solicitations. At all times from and after the date hereof until the Effective Time, each Principal Party covenants and agrees as to itself and its Subsidiaries (a) Except as contemplated by Section 8.6(c) that neither it nor any of this Agreement and prior to the Effective Time its Subsidiaries or until the termination of this Agreement, Target shall notother affiliates shall, and it shall use its best efforts to ensure that cause its directorsRepresentatives (as defined in Section 9.11) not to, officersinitiate, employees, advisers and agents shall notsolicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, consolidation or other business combination including such Principal Party or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the prior written approval purchase of Purchaser,
(i) solicitall or any significant portion of the assets of such Principal Party and its Subsidiaries taken as a whole, initiate (ii) 25% or authorize inquiries, discussions, negotiationsmore of the outstanding shares of such Principal Party's common stock or (iii) 25% of the outstanding shares of the capital stock of any Subsidiary of such Principal Party (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or submissions of proposals with respect engage in any negotiations concerning, or provide any confidential information or data to, furnish or have any information regardingdiscussions with, enter into any Contract person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to or participate in any Acquisition Proposal;
(ii) knowingly provide or furnish any nonpublic information about or with respect to the Target and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw its recommendation to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above foregoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) that it will notify Purchaser the other Principal Party immediately if any such inquiries inquiries, proposals or proposals offers, written or oral, are received by itby, any such information is requested from itfrom, or any such negotiations or discussions are sought to be initiated with or continued with, it or any of its officerssuch persons; provided, directorshowever, agents and affiliates.
(c) Nothing that nothing contained in this Section 8.6 5.02 shall prohibit any officer or director of Target from taking any action that the Board of Directors of Target either Principal Party or its Representatives from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to such Principal Party than the Confidentiality Agreement, a copy of which shall determine in good faith, after consultation with legal counsel, is required by law be provided promptly to the other Principal Party) or is required to discharge his or her fiduciary duties to Target and its shareholders.
(d) Target shall immediately cease and cause to be terminated all existing entering into discussions or negotiations with any persons conducted person or group that makes an unsolicited bona fide Alternative Proposal, if, and only to the extent that, prior to receipt of the Inprise Shareholders' Approval (if such Principal Party is Inprise) or the Corel Shareholders' Approval (if such Principal Party is Corel), (A) the Board of Directors of such Principal Party, (i) based upon the advice of outside counsel, determines in good faith and in its reasonable judgment that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by applicable law, and (ii) based on the advice of such Principal Party's financial advisor, determines in good faith and in its reasonable judgment that such Alternative Proposal is likely to result in a Superior Proposal (as defined herein), (B) three business days prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, such Principal Party provides written notice to the other Principal Party to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (C) such Principal Party keeps the other Principal Party informed of the status and all material information with respect to any Acquisition Transaction such discussions or negotiations; (ii) to the extent required, complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with regard to an Alternative Proposal , or (iii) without limiting the right of the other Principal Party pursuant to Article VIII, making any other disclosure to such Principal Party's stockholders if such Principal Party's Board of Directors determines in good faith, based upon advice of its outside legal counsel, that the failure to make any such disclosure would violate the Board's fiduciary duties under applicable law. Nothing in this Section 5.02 shall (x) permit any party to terminate this Agreement (except those contemplated by as specifically provided in Article VIII), (y) permit any party to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, no party shall enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of any party under this Agreement.
(e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof, including but not limited to the identity of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.
Appears in 2 contracts
Samples: Merger Agreement (Inprise Corp), Merger Agreement (Inprise Corp)
No Solicitations. (a) Except From the date hereof to the time when a Successful Bidder is selected in accordance with the Bidding Procedures, except (i) for actions expressly permitted by the Bidding Procedures, (ii) as permitted by Section 4.04(b) and (iii) for communications between the Company and its Representatives, on the one hand, and the creditors or creditors committee of the Company and their Representatives, on the other, which in the Company's good faith judgment are required for the proper administration of the Reorganization Cases and not inconsistent with the consummation of the transactions contemplated by Section 8.6(c) of this Agreement and prior in accordance with its terms, the Company will not take, nor will it authorize or permit any of its Affiliates (or authorize or permit any of the Representatives acting for or on behalf of the Company or any of its Affiliates) to the Effective Time or until the termination of this Agreement, Target shall not, and shall use its best efforts to ensure that its directors, officers, employees, advisers and agents shall nottake, directly or indirectly, without the prior written approval of Purchaser,
(i) any action to solicit, initiate negotiate, assist or authorize inquiries, discussions, negotiations, or submissions of proposals with respect to, furnish any otherwise knowingly facilitate (including by furnishing confidential information regarding, enter into any Contract with respect to or participate in any Acquisition Proposal;
(ii) knowingly provide or furnish any nonpublic information about or with respect to the Target and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw Company or any of its recommendation Subsidiaries or permitting access to the Target shareholders regarding Assets and Properties or Books and Records of the Merger Company or make any of its Subsidiaries) any offer or inquiry from any Person concerning an Alternative Transaction. If during such period the Company or any of its Affiliates (or any Representative acting for or on its behalf) receives from any Person any offer, inquiry or informational request referred to above, the Company will promptly advise such Person, by written notice, of the terms of this Section 4.04 and the Bidding Procedures and promptly, orally and in writing, advise Buyer of such offer, inquiry or request and deliver a recommendation regarding any Acquisition Transactioncopy of such notice to Buyer.
(b) Target shall instruct its officersFrom the date hereof to the Affirmation Date, directorsthe Company may, agents and affiliates to refrain from doing any of the above and will notify Purchaser immediately if any such inquiries may authorize or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with permit any of its officersAffiliates or its or their Representatives to, directorsdiscuss and negotiate the WLR Proposal with the proponent thereof and the proponent's Representatives and assist and otherwise facilitate the proponent and the proponent's Representatives in formulating and making definitive the WLR Proposal (including by providing confidential information with respect to the Company or any of its Subsidiaries or permitting access to the Assets and Properties or Books and Records of the Company or any of its Subsidiaries, agents subject to a confidentiality agreement as described in Section 4.04(c)(B)). The Company will keep Buyer promptly informed of the status and affiliatesall material information with respect to the WLR Proposal and such discussions and negotiations, and will promptly provide Buyer with a copy of any material written amendment, supplement or other communication regarding the WLR Proposal.
(c) Nothing contained Except as permitted by Section 4.04(b), subsequent to the selection of Buyer as the Successful Bidder in this Section 8.6 shall prohibit accordance with the Bidding Procedures, the Company will not take, nor will it authorize or permit any officer of its Affiliates (or director authorize or permit any of Target from taking the Representatives acting for or on behalf of the Company or any of its Affiliates) to take, directly or indirectly, any action to solicit, negotiate, assist or otherwise knowingly facilitate (including by furnishing information as described above) any offer or inquiry from any Person concerning an Alternative Transaction, except that the Board of Directors of Target the Company shall determine in good faith, after consultation with legal counsel, is required by law be entitled to furnish information to or is required to discharge his or her fiduciary duties to Target and its shareholders.
(d) Target shall immediately cease and cause to be terminated all existing enter into discussions or negotiations with any persons conducted Person that makes a bona fide unsolicited written proposal for an Alternative Transaction thereafter, if and only to the extent that (A) the Bankruptcy Court issues an Order that the Board of Directors of the Company must do so, (B) the Company shall have entered into a confidentiality agreement with such Person having terms and conditions that, in the good faith judgment of the Company, are no more favorable to the Person or less favorable to the Company than the Confidentiality Agreement, (C) the Company shall have promptly provided Buyer with a copy of such Order and, prior to furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall have provided written notice to Buyer to the effect that it is furnishing information to, or entering into discussions or negotiations with, such Person, which notice shall identify such Person and the proposed terms of such Alternative Transaction in reasonable detail, and (D) the Company keeps Buyer promptly informed of the status and all material information with respect to any Acquisition Transaction such discussions or negotiations. Nothing in this Section 4.04 shall permit the Company to terminate this Agreement (except those contemplated by this Agreement.
(e) Each Party shall promptly advise the other Party following the receipt of as specifically provided in Article IX). It is agreed that any Acquisition Proposal and the details thereof, including but not limited to the identity violation of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.restrictions set forth in this Section
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Burlington Industries Inc /De/)
No Solicitations. At all times from and after the date hereof until the Effective Time, SoftQuad covenants and agrees as to itself and its Subsidiaries (a) Except as contemplated by Section 8.6(c) that neither it nor any of this Agreement and prior to the Effective Time its Subsidiaries or until the termination of this Agreementother affiliates shall, Target shall notdirectly or indirectly, and it shall use its best efforts to ensure that cause its directorsRepresentatives (as defined in Section 9.18) not to, officersinitiate, employees, advisers and agents shall notsolicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, consolidation or other business combination including SoftQuad or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the prior written approval purchase of Purchaser,
(i) solicitall or any significant portion of the assets of SoftQuad and its Subsidiaries taken as a whole, initiate (ii) 20% or authorize inquiries, discussions, negotiationsmore of the outstanding shares of SoftQuad's Common Stock or (iii) 20% of the outstanding shares of the capital stock of any Subsidiary of SoftQuad (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or submissions of proposals with respect engage in any negotiations concerning, or provide any confidential information or data to, furnish or have any information regardingdiscussions with, enter into any Contract person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to or participate in any Acquisition Proposal;
(ii) knowingly provide or furnish any nonpublic information about or with respect to the Target and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw its recommendation to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above foregoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) that it will notify Purchaser Corel immediately if any such inquiries inquiries, proposals or proposals offers, written or oral, are received by itby, any such information is requested from itfrom, or any such negotiations or discussions are sought to be initiated with or continued with, it or any of its officerssuch persons; provided, directorshowever, agents and affiliates.
(c) Nothing that nothing contained in this Section 8.6 5.02 shall prohibit any officer or director of Target from taking any action that the Board of Directors of Target SoftQuad or its Representatives from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to SoftQuad than the Confidentiality Agreement, a copy of which shall determine in good faith, after consultation with legal counsel, is required by law be provided promptly to Corel) or is required to discharge his or her fiduciary duties to Target and its shareholders.
(d) Target shall immediately cease and cause to be terminated all existing entering into discussions or negotiations with any persons conducted person or group that makes an unsolicited bona fide Alternative Proposal, if, and only to the extent that, prior to receipt of the SoftQuad Stockholders' Approval, (A) based upon the advice of outside counsel, the Board of Directors of SoftQuad determines in good faith and in its reasonable judgment that such action is likely required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by applicable law, and (B) based on the advice of SoftQuad's financial advisor, determines in good faith and in its reasonable judgment that such Alternative Proposal is reasonably likely to result in a Superior Proposal (as defined herein), (B) three business days prior to furnishing such information to, or entering into discussions or negotiations with, such person or group and proposed terms of the transaction, SoftQuad provides written notice to Corel to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group and proposed terms of the transaction in reasonable detail, and (C) SoftQuad keeps Corel informed, to the extent reasonably practical, of the status and all material information with respect to any Acquisition Transaction such discussions or negotiations and information furnished to the other party; (ii) to the extent required, complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.02 shall (x) permit SoftQuad to terminate this Agreement (except those contemplated by as specifically provided in Article VIII), (y) permit any party to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, SoftQuad shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) effect any other obligation of any party under this Agreement.
(e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof, including but not limited to the identity of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.
Appears in 1 contract
Samples: Merger Agreement (Corel Corp)
No Solicitations. (a) Except Until such date, if any, as contemplated by Section 8.6(c) of this Agreement is terminated pursuant to Article XIV (the “Termination Date”), Seller or Shareholders will not and prior to the Effective Time or until the termination of this Agreementwill not permit and will instruct their respective Affiliates, Target shall not, and shall use its best efforts to ensure that its directors, officers, employees, advisers and consultants, contractors, representatives, agents shall or advisors of Seller to not, directly or indirectly, without the prior written approval consent of Purchaser,
Buyer: directly or indirectly or any Person retained by any of the foregoing) solicit or encourage (i) solicit, initiate or authorize inquiries, discussions, negotiationsincluding by way of furnishing information), or submissions take any other action to facilitate, any inquiries or the making of proposals with respect any proposal which constitutes, or may reasonably be expected to lead to, furnish any information regardingproposal to (a) buy, or otherwise dispose of, any portion of the Assets or (b) regarding any acquisition of Seller, including without limitation any acquisition of any material portion of the assets of Seller (each, a “Third Party Acquisition”). Seller and Shareholders agree that any such actions (other than negotiations with Buyer) in progress as of the date of this Agreement will be suspended through the Termination Date and that, in no event, will Seller or Shareholders accept, agree to enter or otherwise enter into any Contract with respect to agreement concerning any such Third Party Acquisition transaction from the date hereof through the Termination Date. Seller or participate Shareholders will notify Buyer in writing immediately after receipt by Seller or Shareholder (or any Acquisition Proposal;
(ii) knowingly provide or furnish any nonpublic information about or with respect to the Target and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw its recommendation to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target shall instruct its officersof their respective Affiliates, directors, agents and affiliates to refrain from doing any of the above and will notify Purchaser immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officers, directorsemployees, consultants, contractors, representatives, agents and affiliates.
(cor advisors) Nothing contained in this Section 8.6 shall prohibit any officer or director of Target from taking any action that the Board of Directors of Target shall determine in good faith, after consultation with legal counsel, is required by law or is required to discharge his or her fiduciary duties to Target and its shareholders.
(d) Target shall immediately cease and cause to be terminated all existing discussions or negotiations with any persons conducted with respect to any Acquisition Transaction except those contemplated by this Agreement.
(e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof, including but not limited unsolicited offers or inquiries regarding a Third Party Acquisition. Such notice to Buyer will indicate in reasonable detail the identity of the Person making the offer, proposal, inquiry or request seeking a Third Party Acquisition and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence conditions thereof.
Appears in 1 contract
No Solicitations. (a) Except as contemplated by Section 8.6(c) No party hereto shall, and each such party shall cause its subsidiaries not to, permit any of this Agreement and prior to the Effective Time or until the termination of this Agreement, Target shall notits Representatives to, and shall use its best efforts to ensure that its directors, officers, employees, advisers and agents shall notcause such persons not to, directly or indirectly, without the prior written approval of Purchaser,
(i) solicitinitiate, initiate solicit or authorize inquiries, discussions, negotiationsencourage, or submissions take any action to facilitate the making of proposals with respect toany offer or proposal which constitutes or is reasonably likely to lead to any Takeover Proposal (as defined below), furnish or, in the event of any unsolicited Takeover Proposal, engage in negotiations or provide any confidential information regardingor data to any person relating to any Takeover Proposal. Notwithstanding the foregoing, enter into any Contract with respect to in the event of an unsolicited Takeover Proposal, unless the WeCo Shareholder Approval and the Puget Shareholder Approval shall have both been obtained, WeCo or participate in any Acquisition Proposal;
(ii) knowingly provide or furnish any nonpublic information about or with respect Puget may, to the Target and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw extent that its recommendation to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and will notify Purchaser immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates.
(c) Nothing contained in this Section 8.6 shall prohibit any officer or director of Target from taking any action that the Board of Directors is advised in a written, reasoned opinion of Target shall determine in good faith, after consultation with legal counsel, outside counsel that such action is required by law or is required to discharge his or her its fiduciary duties to Target and its shareholders.
(d) Target shall immediately cease and cause to be terminated all existing under law, participate in discussions or negotiations with any persons conducted with respect and furnish information to any Acquisition Transaction except those contemplated person in connection with an unsolicited Takeover Proposal made by this Agreement.
(e) such person. Each Party party hereto shall promptly advise notify the other Party following the receipt party orally and in writing of any Acquisition Proposal such inquiries, offers or proposals (including, without limitation, the terms and the details thereof, including but not limited to conditions of any such proposal and the identity of the Person person making it), within 24 hours of the offerreceipt thereof, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise shall keep the other Party party informed of the status and details of any developments such inquiry and shall give the other party five days' advance notice of any agreement to be entered into with respect or any information to be supplied to any person making such Acquisition Proposal promptly upon the occurrence thereof.inquiry, offer or proposal. Each party hereto shall immediately cease -62- 71
Appears in 1 contract
Samples: Merger Agreement (Puget Sound Power & Light Co /Wa/)
No Solicitations. None of the Company, the Target Companies nor any of their respective Subsidiaries or any of their respective Affiliates shall, nor shall they authorize or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative (aeach, a “Representative”) Except as contemplated retained by Section 8.6(c) or acting for or on behalf of this Agreement and prior to the Effective Time Company, either of the Target Companies or until the termination any of this Agreement, Target shall not, and shall use its best efforts to ensure that its directors, officers, employees, advisers and agents shall nottheir respective Subsidiaries or any of their respective Affiliates to, directly or indirectly, without the prior written approval of Purchaser,
(i) initiate, solicit, initiate or authorize inquiriesencourage, discussions, negotiations, or submissions of proposals with respect to, furnish any information regarding, enter into any Contract with respect to or participate in any Acquisition Proposal;
(ii) knowingly provide or negotiations regarding, furnish any nonpublic confidential information about in connection with, endorse or with respect otherwise cooperate with, assist, participate in or facilitate the making of any proposal or offer for, or which may reasonably be expected to lead to, an Acquisition Transaction (as defined below), by any Person or group. The Company and the Target Companies shall promptly inform Parent, orally and Target Bank; or
(iii) subject in writing, of the material terms and conditions of any proposal or offer for, or which may reasonably be expected to Section 8.6(c) belowlead to, withdraw its recommendation to an Acquisition Transaction that it receives. The Company and the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and Companies will notify Purchaser immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates.
(c) Nothing contained in this Section 8.6 shall prohibit any officer or director of Target from taking any action that the Board of Directors of Target shall determine in good faith, after consultation with legal counsel, is required by law or is required to discharge his or her fiduciary duties to Target and its shareholders.
(d) Target shall immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any persons parties conducted on or prior to the date of this Agreement heretofore with respect to any Acquisition Transaction except those Transaction. As used in this Agreement, “Acquisition Transaction” means any merger, consolidation or other business combination involving any of the Target Companies or any of their respective Subsidiaries or Affiliates, or any acquisition in any manner of all or a substantial portion of the equity of, or all or a substantial portion of the assets of any of the Target Companies or any of their respective Subsidiaries or Affiliates, whether for cash, securities or any other consideration or combination thereof, other than pursuant to the transactions contemplated by this Agreement.
(e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof, including but not limited to the identity of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.
Appears in 1 contract
Samples: Merger Agreement (E Trade Group Inc)
No Solicitations. (a) Except as contemplated by Section 8.6(c) No party hereto shall, and each such party shall cause its subsidiaries not to, permit any of this Agreement and prior to the Effective Time or until the termination of this Agreement, Target shall notits Representatives to, and shall use its best efforts to ensure that its directors, officers, employees, advisers and agents shall notcause such persons not to, directly or indirectly: initiate, without the prior written approval of Purchaser,
(i) solicit, initiate solicit or authorize inquiries, discussions, negotiationsencourage, or submissions take any action to facilitate the making of proposals with respect to, furnish any information regarding, enter into any Contract with respect offer or proposal which constitutes or is reasonably likely to or participate in lead to any Acquisition Proposal (as defined below), or, in the event of an unsolicited Acquisition Proposal;
(ii) knowingly provide or furnish any nonpublic information about or with respect , except prior to the Target receipt of the Enova Shareholders' Approval and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw its recommendation of the Pacific Shareholders' Approval to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and will notify Purchaser immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates.
(c) Nothing contained in this Section 8.6 shall prohibit any officer or director of Target from taking any action that extent the Board of Directors of Target shall determine the party receiving such unsolicited Acquisition Proposal determines in good faith, faith after consultation with legal counsel, outside counsel that such action is required by law or is required reasonably necessary for such Board of Directors to discharge his or her act in a manner consistent with its fiduciary duties under applicable law, engage in negotiations or provide any confidential information or data to Target any person relating to any Acquisition Proposal. Each party hereto shall notify the other party orally and its shareholders.
(d) Target in writing of any such inquiries, offers or proposals, within 48 hours of the receipt thereof, shall keep the other party informed of the status of any such inquiry, offer or proposal, and shall give the other party three days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. Each party hereto shall immediately cease and cause to be terminated all existing discussions or negotiations and negotiations, if any, with any persons parties conducted heretofore with respect to any Acquisition Transaction except those Proposal. As used in this Section 6.12, "Acquisition Proposal" shall mean any tender or exchange offer, proposal for a merger, consolidation or other business combination involving any party or any of its material subsidiaries, or any proposal or offer (in each case, whether or not in writing and whether or not delivered to the shareholders of a party generally) to acquire in any manner, directly or indirectly, a substantial equity interest in, or a substantial portion of the assets of any party or any of its material subsidiaries, other than any of the foregoing transactions among the parties hereto or pursuant to the transactions contemplated by this Agreement.
(e. Nothing contained herein shall prohibit a party from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) Each Party shall promptly advise under the other Party following the receipt of any Acquisition Proposal and the details thereof, including but not limited to the identity of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments Exchange Act with respect to such a Acquisition Proposal promptly upon the occurrence thereofby means of a tender offer.
Appears in 1 contract
Samples: Merger Agreement (Enova Corp)
No Solicitations. (a) Except as contemplated by Section 8.6(c) of this Agreement and prior to the Effective Time or until the termination of this Agreement, Target UPEN shall not, and shall use its best efforts to ensure that xxxxe its directorsSubsidiaries not to, officers, employees, advisers and agents shall notpermit any of its Representatives, directly or indirectlyindirectly initiate, without the prior written approval of Purchaser,
(i) solicit, initiate solicit or authorize inquiries, discussions, negotiationsencourage, or submissions take any action to facilitate the making of proposals with respect any offer or proposal which constitutes or is reasonably likely to lead to, furnish any Business Combination Proposal (as hereinafter defined), or, in the event of an unsolicited Business Combination Proposal, except to the extent required by their fiduciary duties under applicable law if so advised in a written opinion of outside counsel, engage in negotiations or provide any information regarding, enter into or data to any Contract with respect person relating to or participate in any Acquisition Business Combination Proposal;
(ii) knowingly provide or furnish any nonpublic information about or with respect to the Target and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw its recommendation to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target UPEN shall instruct its officersnotify WPS orally and in writing of any xxxh inquiries, directorsoffers or proposals (including, agents without limitation, the terms and affiliates to refrain from doing conditions of any such proposal and the identity of the above person making it), within 24 hours of the receipt thereof, shall take reasonable steps to keep WPS informed of the status and will notify Purchaser immediately if details of any such inquiries inquiry, offer or proposals are received by itproposal, and shall give WPS five days' advance notice of any such information is requested from it, agreement to be entered into with or any such negotiations or discussions are sought information to be initiated with supplied to any of its officersperson making such inquiry, directors, agents and affiliates.
(c) Nothing contained in this Section 8.6 shall prohibit any officer offer or director of Target from taking any action that the Board of Directors of Target shall determine in good faith, after consultation with legal counsel, is required by law or is required to discharge his or her fiduciary duties to Target and its shareholders.
(d) Target proposal. UPEN shall immediately cease and cause to be terminated termixxxxd all existing discussions or negotiations and negotiations, if any, with any persons parties conducted heretofore with respect to any Acquisition Transaction except those Business Combination Proposal.
(c) As used in this Section 7.11, "Business -------- Combination Proposal" shall mean any tender or exchange offer, -------------------- proposal for a merger, consolidation or other business combination involving UPEN or any of its material Subsidiaries, or any pxxxxsal or offer (in each case, whether or not in writing and whether or not delivered to the shareholders of UPEN generally) to acquire in any manner, directly xx indirectly, a substantial equity interest in or a substantial portion of the assets of UPEN or any of its material Subsidiaries, other than xursuant to the transactions contemplated by this Agreement.
(e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof, including but not limited to the identity of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.
Appears in 1 contract
Samples: Merger Agreement (Upper Peninsula Energy Corp /New/)
No Solicitations. (a) Except as contemplated by Section 8.6(c) of this Agreement and prior to the Effective Time or until the termination of this Agreement, Target shall notNo party hereto shall, and each such party shall use its best efforts to ensure that cause its directorsSubsidiaries not to, officers, employees, advisers and agents shall notpermit any of its Representatives, directly or indirectlyindirectly initiate, without the prior written approval of Purchaser,
(i) solicit, initiate solicit or authorize inquiries, discussions, negotiationsencourage, or submissions take any action to facilitate the making of proposals with respect any offer or proposal which constitutes or is reasonably likely to lead to, furnish any Business Combination Proposal (as hereinafter defined), or, in the event of an unsolicited Business Combination Proposal, except to the extent required by their fiduciary duties under applicable law if so advised in a written opinion of outside counsel, engage in negotiations or provide any information regarding, enter into or data to any Contract with respect person relating to or participate in any Acquisition Business Combination Proposal;
(ii) knowingly provide or furnish any nonpublic information about or with respect to the Target and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw its recommendation to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target Each party hereto shall instruct its officersnotify the other parties orally and in writing of any such inquiries, directorsoffers or proposals (including, agents without limitation, the terms and affiliates to refrain from doing conditions of any such proposal and the identity of the above person making it), within 24 hours of the receipt thereof, shall keep the other parties informed of the status and will notify Purchaser immediately if details of any such inquiries inquiry, offer or proposals are received by itproposal, and shall give the other parties five days' advance notice of any such information is requested from it, agreement to be entered into with or any such negotiations or discussions are sought information to be initiated with supplied to any of its officersperson making such inquiry, directors, agents and affiliates.
(c) Nothing contained in this Section 8.6 shall prohibit any officer offer or director of Target from taking any action that the Board of Directors of Target shall determine in good faith, after consultation with legal counsel, is required by law or is required to discharge his or her fiduciary duties to Target and its shareholders.
(d) Target proposal. Each party hereto shall immediately cease and cause to be terminated all existing discussions or negotiations and negotiations, if any, with any persons parties conducted heretofore with respect to any Acquisition Transaction except those contemplated by this AgreementBusiness Combination Proposal.
(e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof, including but not limited to the identity of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.
Appears in 1 contract
No Solicitations. (a) Except as contemplated by Section 8.6(c) Until the earlier of this Agreement the Closing and prior to the Effective Time or until the termination of this Agreement, Target shall the Founders will not, and shall use its best efforts to ensure that its directorswill not permit the officers or directors of the Issuer or any Subsidiary or any of their respective Affiliates, officersagents or representatives to, employees(i) solicit, advisers and agents shall notinitiate, encourage, conduct or engage in any discussion or enter into any agreement or understanding, with any other Person regarding the transfer, directly or indirectly, without of any of the prior written approval capital stock of Purchaser,
(i) solicit, initiate the Issuer or authorize inquiries, discussions, negotiations, any Subsidiary or submissions any material portion of proposals with respect to, furnish the Issuer's or any information regarding, enter into any Contract with respect to Subsidiary's assets or participate in any Acquisition Proposal;
(ii) knowingly provide or furnish disclose any nonpublic information about or with respect relating to the Target and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw its recommendation Issuer or any Subsidiary or afford access to the Target shareholders regarding the Merger properties, books or make a recommendation regarding any Acquisition Transaction.
(b) Target shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and will notify Purchaser immediately if any such inquiries or proposals are received by it, any such information is requested from itrecords of, or relating to, the Issuer or any such negotiations Subsidiary, to any other Person or discussions are sought entity that the Issuer or any Founder believes to be initiated with considering acquiring an interest in the Issuer or any Subsidiary. If the Issuer or any Founder becomes aware of its officers, directors, agents and affiliates.
(c) Nothing contained in this Section 8.6 shall prohibit any officer inquiry or director of Target from taking any action that the Board of Directors of Target shall determine in good faith, after consultation with legal counsel, is required request by law or is required to discharge his or her fiduciary duties to Target and its shareholders.
(d) Target shall immediately cease and cause to be terminated all existing discussions or negotiations with any persons conducted another Person with respect to any Acquisition Transaction except those contemplated by this Agreement.
(e) Each Party such transfer or disclosure, the Issuer or the Founder, as the case may be, shall promptly advise notify the other Party following the receipt DLJ Buyers of any Acquisition Proposal and the details thereofsuch inquiry, including but not limited to indicate the identity of the Person making the offer, proposal, inquiry or request offeror and the terms and conditions of such offer, proposal, inquiry any proposals or requestoffers or the nature of any inquiries or contacts, and advise thereafter keep the other Party DLJ Buyers informed, on a current basis, of the status and terms of any developments with respect such proposals or offers. The Issuer and the Founders shall not (and shall not permit any Subsidiary to) release any third party from, or waive any provision of, any confidentiality or standstill agreement relating to such Acquisition Proposal promptly upon the occurrence thereofIssuer or any Subsidiary to which the Issuer or any Subsidiary is a party.
Appears in 1 contract
Samples: Securities Purchase Agreement (Manufacturers Services LTD)
No Solicitations. Subject to the fourth sentence of this Section 7.11, neither party hereto shall, nor shall each such party permit its subsidiaries or any of its Representatives to, (a) Except as contemplated by Section 8.6(c) of this Agreement and prior to the Effective Time or until the termination of this Agreement, Target shall not, and shall use its best efforts to ensure that its directors, officers, employees, advisers and agents shall not, directly or indirectly, without the prior written approval of Purchaser,
(i) solicitinitiate, initiate solicit or authorize inquiries, discussions, negotiationsencourage, or submissions take any action to facilitate the making of proposals with respect toany offer or proposal that constitutes or is reasonably likely to lead to any Takeover Proposal (as defined below), furnish any information regarding, enter into any Contract with respect to or participate in any Acquisition Proposal;
(ii) knowingly provide or furnish any nonpublic information about or with respect to the Target and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw its recommendation to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target directly or indirectly, engage in negotiations or provide any confidential information or data to any person relating to any Takeover Proposal. Each party shall instruct its officersnotify the other orally and in writing of any such inquiries, directorsoffers or proposals (including, agents without limitation, the terms and affiliates to refrain from doing conditions of any such proposal and the identity of the above person making it) within 24 hours of the receipt thereof and will notify Purchaser immediately if shall give the other five (5) days' advance notice of any such inquiries or proposals are received by it, any such information is requested from it, agreement to be entered into with or any such negotiations or discussions are sought information to be initiated with supplied to any of its officersperson making such inquiry, directors, agents and affiliates.
(c) Nothing contained in this Section 8.6 shall prohibit any officer offer or director of Target from taking any action that the Board of Directors of Target shall determine in good faith, after consultation with legal counsel, is required by law or is required to discharge his or her fiduciary duties to Target and its shareholders.
(d) Target proposal. Each party hereto shall immediately cease and cause to be terminated all existing discussions or negotiations and negotiations, if any, with any other persons conducted heretofore with respect to any Acquisition Transaction except those Takeover Proposal. Notwithstanding anything in this Section 7.11 to the contrary, in response to an unsolicited Takeover Proposal for the acquisition, directly or indirectly, of 50% or more of the combined voting power of the shares of NCE Common Stock or NSP Common Stock, as the case may be, or all or substantially all of the assets of such party and its subsidiaries, taken as a whole, and which did not result from a breach of this Section 7.11, unless the NSP Shareholders' Approval and the NCE Shareholders' Approval have both been obtained, NSP or NCE may (i) participate in discussions or negotiations regarding the Takeover Proposal, and (ii) furnish information to, and afford access to the properties, books and records of such party and its subsidiaries to the person making the Takeover Proposal with respect to such party by such person, if but only to the extent that (A) the Board of Directors of such party has reasonably concluded in good faith (after consultation with its financial advisors) that the person or group making the Takeover Proposal will have adequate sources of financing to consummate the Takeover Proposal and that the Takeover Proposal is more favorable to such party's shareholders than the Merger, (B) the Board of Directors of such party shall have determined in good faith, based on advice of outside counsel with respect to such Board's fiduciary duties under applicable law with respect to the proposed Takeover Proposal and such other matters as such Board deems relevant, that it is necessary to do so in order to act in a manner consistent with its fiduciary duties to its shareholders, and (C) such party has entered into a confidentiality agreement with the person or group making the Takeover Proposal containing terms and conditions no less favorable to such party than the Confidentiality Agreement, it being understood that nothing herein to the contrary shall restrict the Board of Directors of NSP or the Board of Directors of NCE, as the case may be, from exercising its authority under any such confidentiality agreement as it may deem appropriate. As used in this Section 7.11, "Takeover Proposal" shall mean with respect to NCE or NSP means any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of a business that constitutes 15% or more of the net revenues, net income or the assets of NCE and its subsidiaries, taken as a whole, or NSP and it subsidiaries, taken as a whole, as applicable, or 15% or more of any class of equity securities of NCE or any of its Significant Subsidiaries or NSP or any of its Significant Subsidiaries, as applicable, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving NCE or any of its Significant Subsidiaries or NSP or any of its Significant Subsidiaries, as applicable, other than the transactions contemplated by this Agreement.
(e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof, including but not limited to the identity of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.
Appears in 1 contract
No Solicitations. Prior to the Effective Time, the Company agrees (a) Except as contemplated by Section 8.6(c) that neither it nor any of this Agreement and prior to the Effective Time its Subsidiaries or until the termination of this Agreement, Target shall notother affiliates shall, and it shall use its best efforts to ensure that its directorscause their respective Representatives (as defined in Section 9.11) not to, officersinitiate, employees, advisers and agents shall notsolicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, consolidation or other business combination including the prior written approval Company or any of Purchaser,
its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) solicitall or any significant portion of the assets of the Company and its Subsidiaries taken as a whole, initiate (ii) 10% or authorize inquiries, discussions, negotiationsmore of the outstanding shares of Company Common Stock or (iii) 10% of the outstanding shares of the capital stock of any Subsidiary of the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or submissions of proposals with respect engage in any negotiations concerning, or provide any confidential information or data to, furnish or have any information regardingdiscussions with, enter into any Contract person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to or participate in any Acquisition Proposal;
(ii) knowingly provide or furnish any nonpublic information about or with respect to the Target and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw its recommendation to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above foregoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) that it will notify Purchaser Parent immediately if any such inquiries inquiries, proposals or proposals offers are received by itby, any such information is requested from itfrom, or any such negotiations or discussions are sought to be initiated with or continued with, it or any of its officerssuch persons or groups; provided, directorshowever, agents and affiliates.
(c) Nothing that nothing contained in this Section 8.6 5.02 shall prohibit any officer or director of Target from taking any action that the Board of Directors of Target shall determine the Company from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form) or entering into discussions or negotiations with any person or group that makes an unsolicited bona fide Alternative Proposal, if, and only to the extent that prior to receipt of the Company Shareholder Approval, (A) the Board of Directors of the Company, based on advice from outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by law, (B) the Board of Directors has reasonably concluded in good faith, after consultation with legal counselits financial advisor, that (1) if such Alternative Proposal contains cash consideration, the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and (2) such Acquisition Proposal could reasonably lead to a transaction that is required by law more favorable to the Company's shareholders than the Merger, (C) prior to furnishing such information to, or is required to discharge his or her fiduciary duties to Target and its shareholders.
(d) Target shall immediately cease and cause to be terminated all existing entering into discussions or negotiations with, such person or group, the Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (D) the Company keeps Parent reasonably informed of the status of any such discussions or negotiations; and (ii) to the extent required, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.02 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article VIII), (y) permit the Company to enter into any persons conducted agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, the Company shall not enter into any Acquisition Transaction except those contemplated by agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of the Company under this Agreement.
(e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof, including but not limited to the identity of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.
Appears in 1 contract
No Solicitations. (a) Except as contemplated by Section 8.6(c) No party hereto shall, and each such party shall cause its subsidiaries not to, permit any of this Agreement and prior to the Effective Time or until the termination of this Agreement, Target shall notits Representatives to, and shall use its best efforts to ensure that its directors, officers, employees, advisers and agents shall notcause such persons not to, directly or indirectly: initiate, without the prior written approval of Purchaser,
(i) solicit, initiate solicit or authorize inquiries, discussions, negotiationsencourage, or submissions take any action to facilitate the making of proposals with respect to, furnish any information regarding, enter into any Contract with respect offer or proposal which constitutes or is reasonably likely to or participate in lead to any Acquisition Proposal (as defined below), or, in the event of an unsolicited Acquisition Proposal;
(ii) knowingly provide or furnish any nonpublic information about or with respect , except prior to the Target receipt of the Enova Shareholders' Approval and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw its recommendation of the Pacific Shareholders' Approval to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and will notify Purchaser immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officers, directors, agents and affiliates.
(c) Nothing contained in this Section 8.6 shall prohibit any officer or director of Target from taking any action that extent the Board of Directors of Target shall determine the party receiving such unsolicited Acquisition Proposal determines in good faith, faith after consultation with legal counsel, outside counsel that such action is required by law or is required reasonably necessary for such Board of Directors to discharge his or her act in a manner consistent with its fiduciary duties under applicable law, engage in negotiations or provide any confidential information or data to Target any person relating to any Acquisition Proposal. Each party hereto shall notify the other party orally and its shareholders.
(d) Target in writing of any such inquiries, offers or proposals, within 48 hours of the receipt thereof, shall keep the other party informed of the status of any such inquiry, offer or proposal, and shall give the other party three days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. Each party hereto shall immediately cease and cause to be terminated all existing discussions or negotiations and negotiations, if any, with any persons parties conducted heretofore with respect to any Acquisition Transaction except those Proposal. As used in this Section 6.12, "ACQUISITION PROPOSAL" shall mean any tender or exchange offer, proposal for a merger, consolidation or other business combination involving any party or any of its material subsidiaries, or any proposal or offer (in each case, whether or not in writing and whether or not delivered to the shareholders of a party generally) to acquire in any manner, directly or indirectly, a substantial equity interest in, or a substantial portion of the assets of any party or any of its material subsidiaries, other than any of the foregoing transactions among the parties hereto or pursuant to the transactions contemplated by this Agreement.
(e. Nothing contained herein shall prohibit a party from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) Each Party shall promptly advise under the other Party following the receipt of any Acquisition Proposal and the details thereof, including but not limited to the identity of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments Exchange Act with respect to such a Acquisition Proposal promptly upon the occurrence thereofby means of a tender offer.
Appears in 1 contract
No Solicitations. Prior to the Effective Time, the Company agrees (a) Except as contemplated by Section 8.6(c) that neither it nor any of this Agreement and prior to the Effective Time or until the termination of this Agreement, Target shall notits Subsidiaries shall, and it shall use its best efforts to ensure that its directorscause their respective Representatives not to, officersinitiate, employees, advisers and agents shall notsolicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, consolidation or other business combination including the prior written approval Company or any of Purchaser,
its Subsidiaries or any acquisition or similar transaction (iincluding, without limitation, a tender or exchange offer) solicit, initiate or authorize inquiries, discussions, negotiationsinvolving an Alternative Proposal, or submissions of proposals with respect engage in any negotiations concerning, or provide any confidential information or data to, furnish or have any information regardingdiscussions with, or enter into any Contract with respect agreement or understanding with, any Person or group relating to, an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or participate in any Acquisition implement an Alternative Proposal;
(ii) knowingly provide or furnish any nonpublic information about or with respect to the Target ; and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw its recommendation to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above and that it will notify Purchaser Parent immediately if any such inquiries inquiries, proposals or proposals offers are received by itby, any such information is requested from itfrom, or any such negotiations or discussions are sought to be initiated with or continued with, it or any of such Persons or groups and will identify the party making such inquiry, proposal, offer or request and, if an offer has been received, will describe the material terms thereof, except to the extent such notification would, in the written opinion of the Company's outside counsel (a copy of which shall be delivered to Parent), cause the Company or its officersBoard of Directors to be in violation of any applicable law, directorsregulation or governmental order; provided, agents and affiliates.
(c) Nothing however, that prior to acquisition of shares of Company Common Stock pursuant to the Offer or the Stockholders Agreement, nothing contained in this Section 8.6 6.02 shall prohibit any officer or director of Target from taking any action that the Board of Directors of Target the Company from, to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. "Alternative Proposal" shall determine in good faithmean any of the following (other than the transactions between the Company, after consultation with legal counselParent, is required by law Sub and the parties to the Stockholders Agreement contemplated hereunder or is required to discharge his thereunder) involving the Company or her fiduciary duties to Target any of its Subsidiaries: (i) any merger, consolidation, share exchange, recapitalization, business combination, or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 10% or more of the assets of the Company and its shareholders.
Subsidiaries, taken as a whole, in a single transaction or series of transactions; (diii) Target shall immediately cease and cause to be terminated all existing discussions any tender offer or negotiations with any persons conducted with respect to any Acquisition Transaction except those contemplated by this Agreement.
(e) Each Party shall promptly advise the exchange offer for or other Party following the receipt purchase of any Acquisition Proposal and the details thereof, including but not limited to the identity 10% or more of the Person making outstanding shares of capital stock of the offer, Company or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any public announcement of a proposal, inquiry plan or request and intention to do any of the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereofforegoing.
Appears in 1 contract
Samples: Merger Agreement (Food Lion Inc)
No Solicitations. Prior to the Effective Time, the Company agrees (a) Except as contemplated by Section 8.6(c) that neither it nor any of this Agreement and prior to the Effective Time its Subsidiaries or until the termination of this Agreement, Target shall notother affiliates shall, and it shall use its best efforts to ensure that its directorscause their respective Representatives not to, officersinitiate, employees, advisers and agents shall notsolicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, consolidation or other business combination including the prior written approval Company or any of Purchaser,
its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) solicitall or any significant portion of the assets of the Company and its Subsidiaries taken as a whole, initiate (ii) 20% or authorize inquiries, discussions, negotiationsmore of the outstanding shares of Company Common Stock or (iii) 20% of the outstanding shares of the capital stock of any Subsidiary of the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or submissions of proposals with respect engage in any negotiations concerning, or provide any confidential information or data to, furnish or have any information regardingdiscussions with, enter into any Contract person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to or participate in any Acquisition Proposal;
(ii) knowingly provide or furnish any nonpublic information about or with respect to the Target and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw its recommendation to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above foregoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) that it will notify Purchaser Parent immediately if any such inquiries inquiries, proposals or proposals offers are received by itby, any such information is requested from itfrom, or any such negotiations or discussions are sought to be initiated with or continued with, it or any of its officerssuch persons; provided, directorshowever, agents and affiliates.
(c) Nothing that nothing contained in this Section 8.6 5.04 shall prohibit any officer or director of Target from taking any action that the Board of Directors of Target shall determine the Company from (i) furnishing information to (but only pursuant to a confidentiality agreement in good faith, after consultation with legal counsel, is required by law customary form) or is required to discharge his or her fiduciary duties to Target and its shareholders.
(d) Target shall immediately cease and cause to be terminated all existing entering into discussions or negotiations with any persons conducted person or group that makes an unsolicited bona fide Alternative Proposal, if, and only to the extent that, (A) the Board of Directors of the Company, based upon the advice of outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, the Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, and (C) the Company keeps Parent informed of the status and all material information with respect to any Acquisition Transaction such discussions or negotiations; and (ii) to the extent required, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.04 shall (x) permit the Company to terminate this Agreement (except those contemplated by as specifically provided in Article VIII), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, the Company shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of the Company under this Agreement.
(e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof, including but not limited to the identity of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.
Appears in 1 contract
No Solicitations. (a) Except as contemplated by Section 8.6(c) of this Agreement and prior to the Effective Time or until the termination of this Agreement, Target shall notNo party hereto shall, and each such party shall use its best efforts to ensure that cause its directorsSubsidiar ies not to, officerspermit any of its Representatives, employeesdirectly or indirectly initiate, advisers solicit or encourage, or take any action to facilitate the making of any offer or proposal which constitutes or is reasonably likely to lead to, any Business Combination Proposal (as hereinafter defined), or, in the event of an unsolicited Business Combination Proposal, except to the extent required by their fiduciary duties under applicable law if so advised in a written opinion of outside counsel, engage in negotiations or provide any information or data to any person relating to any Business Combina tion.Proposal.
(b) Each party hereto shall notify the other parties orally and agents in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it), within 24 hours of the receipt thereof, shall not_keep the other parties informed of the status and details of any such inquiry, offer or proposal, and shall give the other parties five days' advance notice of any agreement to be entered into with or any information to be xxxxxxxx.xx any person making such inquiry, offer or proposal. Each party hereto shall immediately cease and cause xx.xx terminated all existing discussions and negotia tions, if any, with any parties conducted heretofore with respect to any Business Combination Proposal.
(c) As used in this Section 8.12, "Business CombinationProposal" shall mean any tender or exchange offer, proposal for a merger, consolidation or other business combination involving any party to this Agreement or any of its material Subsidiaries, or any proposal or offer (in each case, whether or not in writing and whether or riot delivered to the shareholders of a party generally) to acquire in any manner, directly or indirectly, without the prior written approval of Purchaser,
(i) solicit, initiate a substantial equity interest in or authorize inquiries, discussions, negotiations, or submissions of proposals with respect to, furnish any information regarding, enter into any Contract with respect to or participate in any Acquisition Proposal;
(ii) knowingly provide or furnish any nonpublic information about or with respect to the Target and Target Bank; or
(iii) subject to Section 8.6(c) below, withdraw its recommendation to the Target shareholders regarding the Merger or make a recommendation regarding any Acquisition Transaction.
(b) Target shall instruct its officers, directors, agents and affiliates to refrain from doing any substantial portion of the above and will notify Purchaser immediately if assets of any such inquiries party to this Agreement or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with any of its officersmaterial Subsidiaries, directors, agents and affiliates.
(c) Nothing contained in this Section 8.6 shall prohibit any officer or director of Target from taking any action that other than pursuant to the Board of Directors of Target shall determine in good faith, after consultation with legal counsel, is required by law or is required to discharge his or her fiduciary duties to Target and its shareholders.
(d) Target shall immediately cease and cause to be terminated all existing discussions or negotiations with any persons conducted with respect to any Acquisition Transaction except those transactions contemplated by this Agreement.
(e) Each Party shall promptly advise the other Party following the receipt of any Acquisition Proposal and the details thereof, including but not limited to the identity of the Person making the offer, proposal, inquiry or request and the terms of such offer, proposal, inquiry or request, and advise the other Party of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger
