Common use of Non-Solicitation of Alternative Transactions Clause in Contracts

Non-Solicitation of Alternative Transactions. (a) Unless and until this Agreement will have been terminated in accordance with its terms, Seller shall not, and Seller shall cause its Affiliates not to, and shall cause its and its Affiliates’ officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors not to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or encourage the submission of any proposal to acquire or purchase any capital stock of, or merger consolidation, combination, sale of assets, reorganization or similar transaction involving the Transferred Entities or the Xxx Xxxxxx Business, (ii) enter into or participate in any discussions or negotiations with or authorize any financial advisor or other Person to solicit or participate in discussions or negotiations with, furnish any non-public information relating to the Xxx Xxxxxx Business (other than as to the existence of these provisions) or afford access to the business, employees, properties, assets, books or records of the Xxx Xxxxxx Business to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Person other than Buyer and its Affiliates to make such a proposal, (iii) enter into any agreement with any party other than the Buyer and its Affiliates with respect to such a proposal, or (iv) authorize any of the foregoing actions. (b) Seller shall, and shall cause its Affiliates, to immediately terminate and cause to be terminated any and all existing discussions or negotiations with any Persons (other than Buyer and its Affiliates) conducted heretofore with respect to any of the foregoing actions described in Section 5.04(a). Seller shall, and shall cause its Affiliates to, enforce their respective rights under, and shall not, release any third party from, the confidentiality and standstill provisions of any agreement to which Seller or its Affiliates is a party with respect to a potential sale of capital stock of, or merger, consolidation, combination, sale of assets, reorganization or similar transaction involving the Transferred Entities or the Xxx Xxxxxx Business and shall promptly take all steps necessary to terminate any approval that may have been heretofore given under any such provisions authorizing any such third party to make any proposal regarding the foregoing.

Non-Solicitation of Alternative Transactions. (a) Unless and until this Agreement will have been terminated in accordance with its terms, Seller Member and the Company shall not, and Seller shall cause its Parent not to, and Member and Parent shall cause their respective Affiliates not to, and shall cause direct its and its Affiliates’ officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or agents, advisors and representatives (“Representatives”) not to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or knowingly encourage the submission of any proposal to acquire or purchase any capital stock ofequity interest in the Company, or merger merger, consolidation, combination, sale of assetsall or any material portion of the assets of, reorganization or similar transaction involving involving, the Transferred Entities Company or the Xxx Xxxxxx Business, other than the Transactions (an “Acquisition Proposal”), (ii) (A) enter into or participate in any discussions or negotiations with or authorize any financial advisor or other Person to solicit or participate in discussions or negotiations with, (B) furnish any non-public information relating to the Xxx Xxxxxx Company or the Business (other than as to the existence of these provisions) or afford access to the business, employees, properties, assets, books or records of the Xxx Xxxxxx Business to, or (C) otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by by, in each case of this clause (ii), any Person other than Buyer Acquiror and its controlled Affiliates to make in connection with such a proposalPerson making an Acquisition Proposal, (iii) enter into any agreement with any party other than the Buyer Acquiror and its controlled Affiliates with respect to such a proposalan Acquisition Proposal, or (iv) authorize any of the foregoing actions. (b) Seller Member and the Company shall, and shall cause its AffiliatesParent to, to and Member, the Company and Parent shall cause their respective Affiliates and Representatives to, (i) immediately terminate cease and cause to be terminated any and all existing discussions or negotiations with any Persons (other than Buyer Acquiror and its Affiliates) conducted heretofore with respect to any transaction of the foregoing actions type described in the definition of “Acquisition Proposal” in Section 5.04(a5.7(a). Seller shall, and shall cause its Affiliates to, enforce their respective rights under, and shall not, (ii) not release any third party fromfrom any confidentiality or use restrictions to the extent relating to non-public information concerning the Company or the Business relating to a possible Acquisition Proposal and (iii) immediately request the return or destruction of all information provided to any other Person relating to a possible Acquisition Proposal. Member shall promptly notify Acquiror in the event that Parent, Member, the confidentiality and standstill provisions Company or any of their Affiliates or Representatives receives any agreement to which Seller request for information or its Affiliates is a party with respect any proposal relating to a potential sale of capital stock of, or merger, consolidation, combination, sale of assets, reorganization or similar transaction involving the Transferred Entities or the Xxx Xxxxxx Business Acquisition Proposal (other than from Acquiror and shall promptly take all steps necessary to terminate any approval that may have been heretofore given under any such provisions authorizing any such third party to make any proposal regarding the foregoingits Affiliates).

Non-Solicitation of Alternative Transactions. (a) Unless and until this Agreement will have been terminated in accordance with its terms, Seller the Company shall not, and Seller shall cause its Affiliates not to, and shall cause its and its Affiliates’ affiliates not to, directly, indirectly or through their officers, shareholders, directors, employees, investment bankersaffiliates, attorneysand their respective financial advisors, accountantsconsultants, consultants attorneys and other agents and representatives (“Representatives”), engage in negotiations or discussions with, or furnish any confidential information or data to or access to the books, records, assets, business or personnel of the Company, or solicit, encourage, or respond to any proposals or inquiries from, or enter into any agreements with any third party (or authorize or consent to any of the foregoing actions) relating to (A) any sale or other agents disposition of all or advisors not tosubstantially all assets of the Company and any of its Subsidiaries, directly or indirectlytaken as a whole; (B) any merger, (i) solicit, initiate or take any action to facilitate or encourage the submission of any proposal to acquire or purchase any capital stock of, or merger consolidation, combinationshare exchange, sale of assets, reorganization business combination or similar transaction involving the Transferred Entities Company or the Xxx Xxxxxx Business, any of its Subsidiaries; or (iiC) enter into any direct or participate in any discussions indirect acquisition of beneficial ownership of 5 percent or negotiations with or authorize any financial advisor or other Person to solicit or participate in discussions or negotiations with, furnish any non-public information relating to the Xxx Xxxxxx Business (other than as to the existence of these provisions) or afford access to the business, employees, properties, assets, books or records more of the Xxx Xxxxxx Business to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Person other than Buyer and its Affiliates to make such a proposal, (iii) enter into any agreement with any party other than the Buyer and its Affiliates with respect to such a proposal, or (iv) authorize any equity securities of the foregoing actionsCompany, other than, in each case, with Parent or its affiliates. (b) Seller The Company shall, and shall cause its Affiliatesaffiliates to, to immediately terminate and cause to be terminated any and all existing discussions or negotiations with any Persons (other than Buyer Parent and its Affiliatesaffiliates) conducted heretofore with respect to any of the foregoing actions described in Section 5.04(a6.10(a). Seller The Company shall, and shall cause its Affiliates affiliates to, enforce their respective rights under, and shall not, not release any third party from, the confidentiality and standstill provisions of any agreement to which Seller the Company or its Affiliates affiliates is a party with respect to a potential sale of capital stock of, or merger, consolidation, combination, sale of assets, reorganization or similar transaction involving the Transferred Entities Company or the Xxx Xxxxxx Business its Subsidiaries and shall promptly immediately take all steps necessary to terminate any approval that may have been heretofore given under any such provisions authorizing any such third party to make any proposal regarding the foregoing. (c) Unless and until this Agreement will have been terminated in accordance with its terms, Parent shall not, and shall cause its affiliates not to, directly, indirectly or through their Representatives, (i) engage in negotiations or discussions with, or furnish any confidential information or data to or access to the books, records, assets, business or personnel of Parent, or solicit, encourage, or respond to any proposals or inquiries (any such proposal or inquiry, an “Alternative Transaction Proposal”) from any third party relating to (A) any sale or other disposition of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole; (B) any merger, consolidation, share exchange, business combination or similar transaction involving Parent or any of its Subsidiaries; or (C) any direct or indirect acquisition of beneficial ownership of 30% or more of the equity securities of Parent, other than, in each case, with the Company or its affiliates (an “Alternative Transaction”) or (ii) enter into any agreements with any third party (or authorize or consent to any of the foregoing actions) with respect to any Alternative Transaction other than with the Company or its affiliates. (d) Parent shall, and shall cause its affiliates to, immediately terminate and cause to be terminated any and all existing discussions or negotiations with any Persons (other than the Company and its affiliates) conducted heretofore with respect to any of the foregoing actions described in Section 6.10(c). Parent shall, and shall cause its affiliates to, enforce their respective rights under, and shall not release any third party from, the confidentiality and standstill provisions of any agreement to which Parent or its affiliates is a party with respect to any Alternative Transaction and shall immediately take all steps necessary to terminate any approval that may have been heretofore given under any such provisions authorizing any such third party to make any Alternative Transaction Proposal. (e) Notwithstanding the foregoing, prior to approval of the issuance of Parent Common Stock in the Merger by the requisite affirmative vote of the holders of Parent Common Stock, Parent may, in response to a bona fide written Alternative Transaction Proposal from a person other than the Company or its affiliates if the Board of Directors of Parent determines in good faith (after consultation with its outside legal counsel) that failure to do so would be inconsistent with its fiduciary duties, (i) furnish information with respect to Parent and its Subsidiaries to the person making such Alternative Transaction Proposal and its Representatives (provided that such information was previously provided to the Company or is simultaneously provided to the Company) pursuant to a customary confidentiality agreement not less restrictive than the Confidentiality Agreement and (ii) participate in discussions concerning the terms of such Alternative Transaction Proposal and negotiate the terms with the person making such Alternative Transaction Proposal.

Non-Solicitation of Alternative Transactions. (a) Unless and until this Agreement will have been terminated in accordance with its terms, Seller the Company shall not, and Seller shall cause its Affiliates not to, and shall cause its and its Affiliates’ affiliates not to, directly, indirectly or through their officers, shareholders, directors, employees, investment bankersaffiliates, attorneysand their respective financial advisors, accountantsconsultants, consultants attorneys and other agents and representatives (“ Representatives ”), engage in negotiations or discussions with, or furnish any confidential information or data to or access to the books, records, assets, business or personnel of the Company, or solicit, encourage, or respond to any proposals or inquiries from, or enter into any agreements with any third party (or authorize or consent to any of the foregoing actions) relating to (A) any sale or other agents disposition of all or advisors not tosubstantially all assets of the Company and any of its Subsidiaries, directly or indirectlytaken as a whole; (B) any merger, (i) solicit, initiate or take any action to facilitate or encourage the submission of any proposal to acquire or purchase any capital stock of, or merger consolidation, combinationshare exchange, sale of assets, reorganization business combination or similar transaction involving the Transferred Entities Company or the Xxx Xxxxxx Business, any of its Subsidiaries; or (iiC) enter into any direct or participate in any discussions indirect acquisition of beneficial ownership of 5 percent or negotiations with or authorize any financial advisor or other Person to solicit or participate in discussions or negotiations with, furnish any non-public information relating to the Xxx Xxxxxx Business (other than as to the existence of these provisions) or afford access to the business, employees, properties, assets, books or records more of the Xxx Xxxxxx Business to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Person other than Buyer and its Affiliates to make such a proposal, (iii) enter into any agreement with any party other than the Buyer and its Affiliates with respect to such a proposal, or (iv) authorize any equity securities of the foregoing actionsCompany, other than, in each case, with Parent or its affiliates. (b) Seller The Company shall, and shall cause its Affiliatesaffiliates to, to immediately terminate and cause to be terminated any and all existing discussions or negotiations with any Persons (other than Buyer Parent and its Affiliatesaffiliates) conducted heretofore with respect to any of the foregoing actions described in Section 5.04(a6.10(a). Seller The Company shall, and shall cause its Affiliates affiliates to, enforce their respective rights under, and shall not, not release any third party from, the confidentiality and standstill provisions of any agreement to which Seller the Company or its Affiliates affiliates is a party with respect to a potential sale of capital stock of, or merger, consolidation, combination, sale of assets, reorganization or similar transaction involving the Transferred Entities Company or the Xxx Xxxxxx Business its Subsidiaries and shall promptly immediately take all steps necessary to terminate any approval that may have been heretofore given under any such provisions authorizing any such third party to make any proposal regarding the foregoing. (c) Unless and until this Agreement will have been terminated in accordance with its terms, Parent shall not, and shall cause its affiliates not to, directly, indirectly or through their Representatives, (i) engage in negotiations or discussions with, or furnish any confidential information or data to or access to the books, records, assets, business or personnel of Parent, or solicit, encourage, or respond to any proposals or inquiries (any such proposal or inquiry, an “Alternative Transaction Proposal ”) from any third party relating to (A) any sale or other disposition of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole; (B) any merger, consolidation, share exchange, business combination or similar transaction involving Parent or any of its Subsidiaries; or (C) any direct or indirect acquisition of beneficial ownership of 30% or more of the equity securities of Parent, other than, in each case, with the Company or its affiliates (an “Alternative Transaction ”) or (ii) enter into any agreements with any third party (or authorize or consent to any of the foregoing actions) with respect to any Alternative Transaction other than with the Company or its affiliates. (d) Parent shall, and shall cause its affiliates to, immediately terminate and cause to be terminated any and all existing discussions or negotiations with any Persons (other than the Company and its affiliates) conducted heretofore with respect to any of the foregoing actions described in Section 6.10(c). Parent shall, and shall cause its affiliates to, enforce their respective rights under, and shall not release any third party from, the confidentiality and standstill provisions of any agreement to which Parent or its affiliates is a party with respect to any Alternative Transaction and shall immediately take all steps necessary to terminate any approval that may have been heretofore given under any such provisions authorizing any such third party to make any Alternative Transaction Proposal. (e) Notwithstanding the foregoing, prior to approval of the issuance of Parent Common Stock in the Merger by the requisite affirmative vote of the holders of Parent Common Stock, Parent may, in response to a bona fide written Alternative Transaction Proposal from a person other than the Company or its affiliates if the Board of Directors of Parent determines in good faith (after consultation with its outside legal counsel) that failure to do so would be inconsistent with its fiduciary duties, (i) furnish information with respect to Parent and its Subsidiaries to the person making such Alternative Transaction Proposal and its Representatives (provided that such information was previously provided to the Company or is simultaneously provided to the Company) pursuant to a customary confidentiality agreement not less restrictive than the Confidentiality Agreement and (ii) participate in discussions concerning the terms of such Alternative Transaction Proposal and negotiate the terms with the person making such Alternative Transaction Proposal.

Non-Solicitation of Alternative Transactions. (a) Unless and until this Agreement will have been terminated in accordance with its terms, Seller Parent shall not, and Seller Parent shall cause the Company and its other controlled Affiliates not to, and shall cause direct its and its Affiliates’ officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors not to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or knowingly encourage the submission of any proposal to acquire or purchase any capital stock of, or merger consolidation, combination, sale of assetsall or any material portion of the assets of, reorganization or similar transaction involving involving, the Transferred Entities Acquired Companies or the Xxx Xxxxxx BusinessBusiness (an “Acquisition Proposal”), (ii) (A) enter into or participate in any discussions or negotiations with or authorize any financial advisor or other Person to solicit or participate in discussions or negotiations with, (B) furnish any non-public information relating to the Xxx Xxxxxx Acquired Companies or the Business (other than as to the existence of these provisions) or afford access to the business, employees, properties, assets, books or records of the Xxx Xxxxxx Business to, or (C) otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by by, in each case of this clause (ii), any Person other than Buyer and its Affiliates to make such a proposalin connection with making an Acquisition Proposal, (iii) enter into any agreement with any party other than the Buyer and its Affiliates with respect to such a proposalan Acquisition Proposal, or (iv) authorize any of the foregoing actions. (b) Seller Parent shall, and shall cause the Company and each of its other controlled Affiliates, to immediately terminate and cause to be terminated any and all existing discussions or negotiations with any Persons (other than Buyer and its Affiliates) conducted heretofore with respect to any of the foregoing actions described in Section 5.04(a5.7(a). Seller shallParent shall not, and shall cause its controlled Affiliates not to, enforce their respective rights under, and shall not, release any third party fromfrom any confidentiality or use restrictions to the extent relating to non-public information concerning the Acquired Companies or the Business to which Parent, the confidentiality and standstill provisions Company or any of any agreement to which Seller or its their controlled Affiliates is a party with respect and relating to a potential sale any Acquisition Proposal and request the return or destruction of capital stock of, or merger, consolidation, combination, sale of assets, reorganization or similar transaction involving the Transferred Entities or the Xxx Xxxxxx Business and shall promptly take all steps necessary information provided to terminate any approval that may have been heretofore given under any such provisions authorizing any such third party other Person relating to make any proposal regarding the foregoingan Acquisition Proposal.

Non-Solicitation of Alternative Transactions. (a) Unless and until this Agreement will have has been terminated in accordance with its terms, Seller each Moneda Shareholder shall not, and Seller each Moneda Shareholder shall cause its Affiliates the Company, the Acquired Companies and their Subsidiaries not to, and shall cause direct its and its Affiliates’ officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors their Agents not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly encourage or facilitate or encourage the submission of any proposal to acquire or purchase any capital stock of, or concerning a merger consolidation, combination, sale of assetsall or any material portion of the assets of, reorganization or similar transaction involving involving, the Transferred Entities Acquired Companies or the Xxx Xxxxxx BusinessBusiness (an “Acquisition Proposal”), (ii) (A) enter into or participate in any discussions or negotiations with or authorize any financial advisor or other Person to solicit or participate in discussions or negotiations with, (B) furnish any non-public information relating to the Xxx Xxxxxx Acquired Companies or the Business (other than as to the existence of these provisions) or afford access to the business, employees, properties, assets, books or records of the Xxx Xxxxxx Business to, or (C) otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by by, in each case of this clause (ii), any Person Person, other than Buyer PIL and its Affiliates to make such a proposalAffiliates, in connection with making an Acquisition Proposal, (iii) enter into any agreement with any party other than the Buyer PIL and its Affiliates with respect to such a proposal, an Acquisition Proposal or (iv) authorize any of the foregoing actions. (b) Seller Each Moneda Shareholder shall, and shall cause its Affiliatesthe Company, to the Acquired Companies and their Subsidiaries to, immediately terminate and cause to be terminated any and all existing discussions or negotiations with any Persons (other than Buyer PIL and its Affiliates) conducted heretofore with respect to any of the foregoing actions described in Section 5.04(a5.10(a). Seller shallThe Moneda Shareholders shall not, and shall cause its their controlled Affiliates not to, enforce their respective rights under, and shall not, release any third party fromfrom any confidentiality or use restrictions to the extent relating to non-public information concerning the Acquired Companies or the Business to which the Moneda Shareholders, the confidentiality and standstill provisions Company or any of any agreement to which Seller or its their controlled Affiliates is a party with respect and relating to a potential sale of capital stock of, or merger, consolidation, combination, sale of assets, reorganization or similar transaction involving the Transferred Entities or the Xxx Xxxxxx Business and shall promptly take all steps necessary to terminate any approval that may have been heretofore given under any such provisions authorizing any such third party to make any proposal regarding the foregoingAcquisition Proposal.

Non-Solicitation of Alternative Transactions. (a) Unless and until this Agreement will have been terminated in accordance with its terms, Seller shall not, and Seller shall cause its Affiliates not to, and shall cause its and its Affiliates’ officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors not to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or encourage the submission of any proposal to acquire or purchase any capital stock of, or merger consolidation, combination, sale of assets, reorganization or similar transaction involving the Transferred Entities or the Xxx Xxxxxx ETFs Business, (ii) enter into or participate in any discussions or negotiations with or authorize any financial advisor or other Person to solicit or participate in discussions or negotiations with, furnish any non-public information relating to the Xxx Xxxxxx ETFs Business (other than as to the existence of these provisions) or afford access to the business, employees, properties, assets, books or records of the Xxx Xxxxxx ETFs Business to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Person other than Buyer and its Affiliates to make such a proposal, (iii) enter into any agreement with any party other than the Buyer and its Affiliates with respect to such a proposal, or (iv) authorize any of the foregoing actions. (b) Seller shall, and shall cause its Affiliates, to immediately terminate and cause to be terminated any and all existing discussions or negotiations with any Persons (other than Buyer and its Affiliates) conducted heretofore with respect to any of the foregoing actions described in Section 5.04(a‎Section 5.03(a). Seller shall, and shall cause its Affiliates to, enforce their respective rights under, and shall not, release any third party from, the confidentiality and standstill provisions of any agreement to which Seller or its Affiliates is a party with respect to a potential sale of capital stock of, or merger, consolidation, combination, sale of assets, reorganization or similar transaction involving the Transferred Entities or the Xxx Xxxxxx ETFs Business and shall promptly take all steps necessary to terminate any approval that may have been heretofore given under any such provisions authorizing any such third party to make any proposal regarding the foregoing.