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.
Appears in 3 contracts
Samples: Purchase Agreement (Fortress Investment Group LLC), Purchase Agreement (Walker & Dunlop, Inc.), Purchase Agreement (Walker & Dunlop, Inc.)
Non-Negotiation. Each of the Seller and the (a) 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 CompanyCompany (or any of its direct or indirect Subsidiaries, other than the Propco Sales), 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 Parent any offers or inquiries it receives regarding any such proposal or offer during the Pre-Closing Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Standard Parking Corp)
