Non-Negotiation. Each of the Seller and the Company covenants and agrees that during the Pre-Closing Period neither it nor any of its respective Affiliates, nor any representatives, officers, directors, equity holders, employees or other agents of any of the foregoing, will initiate, solicit, negotiate, discuss, enter into any agreement with respect to the potential sale of the Company, or a substantial interest therein (or any other transaction that would be inconsistent with the transaction contemplated hereby), whether by a sale of assets or stock, merger, recapitalization, reorganization or other transaction, or provide any information to any third party in connection with any such potential transaction. Consistent therewith, each of the Seller and the Company and its representatives will immediately terminate any existing activities or discussions with all parties other than Parent and the Purchaser with respect to any such transactions. Further, each of the Seller and the Company agrees that it will disclose to the Purchaser any offers or inquiries it receives regarding any such proposal or offer during the Pre-Closing Period.
Non-Negotiation. In consideration of the substantial expenditure of time, effort and expense undertaken by Buyer in connection with its due diligence review and the preparation and execution of this Agreement and the Transaction Documents, the Company and the Shareholders jointly and severally agree that none of the Company, the Shareholders or any of their respective representatives, agents or employees will, after the execution of this Agreement until the earlier of (i) the termination of this Agreement, or (ii) the Closing, directly or indirectly, solicit, encourage, initiate, negotiate or discuss with any third party (including by way of furnishing any information concerning the Company) or permit the consummation of any acquisition proposal relating to or affecting the Company or any part of the Company, or any direct or indirect interests in the Company, whether by purchase of assets or stock, purchase of interests, business combination, merger or other transaction, and that the Company and the Shareholders will promptly advise Buyer of the terms of any communications the Company or any Shareholder may receive or become aware of relating to any bid for all or any part of any such interest in the Company.
Non-Negotiation. Each Selling Party agrees that neither it, he or she nor any of its, his or her representatives, agents or employees will, after the date hereof until the earlier of (a) the termination of this Agreement, or (b) the Closing, directly or indirectly, solicit, encourage, or negotiate with any third party (including by way of furnishing any information concerning any Seller) any acquisition proposal relating to or affecting all or any portion of any Seller or the Assets, whether by purchase of assets or equity, merger or other transaction, and that the Sellers’ Representative will promptly advise the Buyer of the terms of any communications that any Selling Party may receive or become aware of relating to any bid for all or any part of any Seller or the Assets. Each Selling Party is responsible for the conduct of such Selling Party’s officers, directors, employees and representatives in complying with this Section 5.6.
Non-Negotiation. (a) The Seller Parties and the Company shall not, and shall use reasonable best efforts to cause the Company or any of the Company’s directors, officers, employees, representatives or agents, including Bruml Capital Corporation (collectively, the “Representatives”), not to directly or indirectly, (i) discuss with a third party, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired entity, any transaction involving a merger, consolidation, business combination, purchase or disposition of any significant amount of the assets or equity or ownership or interest in the Company other than the Transactions (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Company in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way, with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.
(b) The Seller Parties shall notify the Purchaser promptly, and in any event, within three (3) Business Days, if any Seller Party or the Company receives any proposal or offer in respect of an Acquisition Transaction (an “Acquisition Proposal”) (including the terms thereof) or (ii) a Person requests information relating to an actual or potential Acquisition Proposal. In no event shall any of the Seller Parties, the Company or any of the Company’s Representatives respond positively to or otherwise act on any such Acquisition Proposal, it being understood that such activity is prohibited under this Section 6.5.
(c) The Seller Parties shall, and the Company shall cause its Representatives to, immediately terminate (and not recommence unless this Agreement is terminated) any activities (including discussions, meetings, correspondence or negotiations with any Persons) conducted before the date of this Agreement with respect to an Acquisition Proposal.
Non-Negotiation. From and after the date of this Agreement until the earlier of (a) the termination of this Agreement, (b) the Closing, or (c) November 1, 2007, the Company agrees that it will not, and will not permit its Affiliates, directors, officers, employees, representatives and other agents, including, without limitation, Xxxxxxxxx Xxxxx & Company, to, directly or indirectly, (1) solicit, initiate, or encourage any Acquisition Proposal, (2) engage in negotiations or discussions concerning, or provide any non-public information to any person or entity in connection with, any Acquisition Proposal or (3) agree to, approve or recommend any Acquisition Proposal. The Company will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company will promptly advise Parent of the terms of any communications it may receive or become aware of relating to any Acquisition Proposal.
Non-Negotiation. In consideration of the substantial expenditure of time, effort and expense undertaken by Lineo in connection with its due diligence review and the preparation and execution of this Agreement and the Transaction Documents, the Company and the Shareholders agree that none of the Company and the Shareholders, or any of their respective representatives, agents or employees will, after the execution of this Agreement until the earlier of (i) the termination of this Agreement, or (ii) the Closing, directly or indirectly, solicit, encourage, initiate, negotiate or discuss with any third party or permit the consummation of any acquisition proposal relating to or affecting the Company or any part of the Company, or any direct or indirect interests in the Company, whether by purchase of assets or stock, purchase of interests, business combination, merger or other transaction, and that the Company and the Shareholders will promptly advise Lineo of the terms of any communications, the Company or the Shareholders may receive or become aware of relating to any bid for all or any part of any such interest in the Company.
Non-Negotiation. In consideration of the substantial expenditure of time and money by UbiquiTel Parent in connection with this transaction, the LLC Parties jointly and severally agree that none of them will, after the execution of this Agreement and until the termination of this Agreement in accordance with its terms or the Closing, (i) directly or indirectly solicit, encourage, initiate, negotiate or discuss with any third party any acquisition proposal relating to LLC, whether by way of a purchase of assets or membership interests, business combination, merger, or other transaction, or (ii) provide any information to any third party the purpose of which is to permit such third party to evaluate any such acquisition proposal. Any LLC Party that becomes aware of any communication by a third party to any LLC Party about or relating to any such acquisition proposal shall promptly advise UbiquiTel Parent of such communication.
Non-Negotiation. In consideration of the substantial expenditure of time, effort and expense undertaken by Purchaser in connection with its due diligence review and the preparation and negotiation of this Agreement, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with Article 12 or the Closing, each of the Seller and the Company agrees that it will not, and it will cause its Affiliates, stockholders, directors, officers, employees, representatives and other agents not to, directly or indirectly, (a) solicit, initiate, or encourage any Acquisition Proposal, (b) engage in negotiations or discussions concerning, or provide any non-public information to any person or entity in connection with, any Acquisition Proposal or (c) agree to, approve, recommend or otherwise endorse or support any Acquisition Proposal. Each of the Seller and the Company will (and will cause each of its Affiliates to) immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each of the Seller and the Company will promptly advise Purchaser of the terms of any communications it may receive relating to any Acquisition Proposal.
Non-Negotiation. In consideration of the substantial expenditure of time, effort and expense undertaken by Fortress in connection with its due diligence review and the preparation and execution of this Agreement, DWHC and the principals agree that neither they nor their representatives, agents or employees will, after the execution of this Agreement until the earlier of (i) the termination of this Agreement, (ii) the Closing, or March 2, 1997, directly or indirectly, solicit, encourage, negotiate or discuss with any third party (including by way of furnishing any information concerning DWHC) any acquisition proposal relating to or affecting the Company, or any direct or indirect interests in DWHC, whether by purchase of assets or stock, purchase of interest, merger or other transaction ("Acquisition Transaction").
Non-Negotiation. Seller shall not, and shall not authorize or permit any of its Affiliates or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets.
