Nonsolicitation of Alternative Transactions Sample Clauses

Nonsolicitation of Alternative Transactions. During the period between the date hereof and the Filing Date, the Seller Parties shall not, and shall cause their respective Affiliates and representatives not to, (i) solicit inquiries, proposals, offers or bids from, (ii) negotiate or discuss with, (iii) respond to any request for information or due diligence inquiry of, (iv) make the management and employees of the Acquired Business available to, or (v) enter into any agreement or consummate any transaction with any third party relating to an Alternative Transaction. During the Solicitation Period, the Seller Parties and their respective Affiliates and representatives shall be permitted, in the manner and to the extent permitted by the Bidding Procedures Order, to (i) solicit inquiries, proposals, offers or bids from, (ii) negotiate or discuss with, (iii) respond to any request for information or due diligence inquiry of, and (iv) make their respective management and employees available to, any third party in connection with the submission or proposed submission of a Qualified Bid and may take any other affirmative action to cause, promote or assist the purchase of all or substantially all of the Acquired Assets, provided, however, that Parent and the Subsidiaries may only seek Bankruptcy Court approval of a definitive agreement with the Winning Bidder made and accepted in accordance with the Bidding Procedures Order. Without limiting and subject to the foregoing, the Seller Parties and their respective Affiliates and representatives shall be permitted to supply information relating to the Acquired Business and Acquired Assets during the Solicitation Period only to prospective purchasers that have executed in accordance with the Bidding Procedures Order a confidentiality agreement. 9.8
Sample 1
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Nonsolicitation of Alternative Transactions. Other than with respect to the transactions contemplated by the Bellows Falls Option Agreement, during the periods (x) between the date hereof and the entry of the Bidding Procedures Order and (y) between (A) the entry of the Sale Order and (B) the Closing, Seller shall not, and shall cause its respective Affiliates and Representatives not to, (i) solicit inquiries, proposals, offers or bids from, (ii) negotiate or discuss with, (iii) respond to any request for information or due diligence inquiry of,
Sample 1
Nonsolicitation of Alternative Transactions. (a) Subject to Sections 6.9(b) and 6.9(c), until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 3.6, the Company shall not, and shall cause each of the other Target Companies and their respective Representatives not to, directly or indirectly, (A) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing confidential or non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (B) enter into, continue or otherwise knowingly participate in any discussions or negotiations with, or furnish any confidential or nonpublic information to, any Person that is seeking to make, has made or, to the Knowledge of the Company, is considering making an Acquisition Proposal for the purpose of facilitating or knowingly encouraging an Acquisition Proposal, (C) approve, endorse or recommend any Acquisition Proposal or (D) enter into any Alternative Agreement with respect to an Acquisition Proposal (including an Acceptable Confidentiality Agreement).
Sample 1

Related to Nonsolicitation of Alternative Transactions

  • Nonsolicitation of Clients The Executive hereby agrees that during the Noncompete Restricted Period, the Executive shall not, in any manner, directly or indirectly, (a) Solicit a Client to transact business with a Competitive Enterprise or to reduce or refrain from doing any business with the Firm, to the extent the Executive is soliciting a Client to provide them with services that would be considered a Competing Activity if such services were provided by the Executive, or (b) interfere with or damage (or attempt to interfere with or damage) any relationship between the Firm and a Client. For purposes of this Agreement, the term “Solicit” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, persuading, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action, and the term “Client” means any client or prospective client of the Firm, whether or not the Firm has been engaged by such Client pursuant to a written agreement; provided that an entity which is not a client of the Firm shall be considered a “prospective client” for purposes of this sentence only if the Firm made a presentation or written proposal to such entity during the 12-month period preceding the Date of Termination or was preparing to make such a presentation or proposal at the time of the Date of Termination.

  • Confidentiality, Non-Solicitation and Non-Compete The Participant agrees to, understands and acknowledges the following:

  • Confidentiality Non Solicitation A&M and Engagement Personnel shall keep as confidential all non-public information received from the Company in conjunction with this engagement, except: (i) as requested by the Company or its legal counsel; (ii) as required by legal proceedings; or (iii) as reasonably required in the performance of this engagement. All obligations as to non-disclosure shall cease as to any part of such information to the extent that such information is, or becomes, public other than as a result of a breach of this provision. The Company, on behalf of itself and its subsidiaries and affiliates and any person which may acquire all or substantially all of its assets agrees that, until two (2) years subsequent to the termination of this engagement, it will not solicit, recruit, hire or otherwise engage any employee of A&M or any of its affiliates who worked on this engagement while employed by A&M or its affiliates (“Solicited Person”). Should the Company or any of its subsidiaries or affiliates or any person who acquires all or substantially all of its assets extend an offer of employment to or otherwise engage any Solicited Person and should such offer be accepted, A&M shall be entitled to a fee from the Company equal to the Solicited Person’s hourly client billing rate at the time of the offer multiplied by 4,000 hours for a Managing Director, 3,000 hours for a Senior Director and 2,000 hours for any other A&M employee. The Company acknowledges and agrees that this fee fairly represents the loss that A&M will suffer if the Company breaches this provision. The fee shall be payable at the time of the Solicited Person’s acceptance of employment or engagement.

  • Non-Solicitation of Company Employees Executive shall not, at any time during the Restricted Period (as defined below), without the prior written consent of the Company, engage in the following conduct (a "Solicitation"):

  • Confidentiality, Non-Solicitation and Non-Competition The Executive agrees that:

  • Nonsolicitation of Customers You shall not, while employed by Donnelley and for a period of 18 months from the date of Separation from Service with Donnelley for any reason, including your Separation from Service initiated by Donnelley with or without Cause, directly or indirectly, either on your own behalf or on behalf of any other person, firm or entity, solicit or provide services which are the same as or similar to the services Donnelley provided or offered while you were employed by Donnelley to any customer or prospective customer of Donnelley (i) with whom you had direct contact in the course of your employment with Donnelley or about whom you learned confidential information as a result of your employment with Donnelley or (ii) with whom any person over whom you had supervisory authority at any time had direct contact during the course of his or her employment with Donnelley or about whom such person learned confidential information as a result of his or her employment with Donnelley.

  • Nonsolicitation During Executive’s Company Employment and for eighteen (18) months following the termination of such employment for any reason, Executive shall not, directly or indirectly, either by himself or by providing substantial assistance to others (i) solicit any employee of the Company to terminate employment with the Company, or (ii) employ or seek to employ, or cause or assist any other person, company, entity or business to employ or seek to employ, any individual who was an employee of Company as of Executive’s Date of Termination.

  • Non-Competition; Non-Solicitation; Confidentiality (a) While the Recipient is employed by the Company and for a period of one (1) year after the termination or cessation of such employment for any reason (the “Restricted Period”), the Recipient will not directly or indirectly:

  • Confidentiality, Non-Competition and Non-Solicitation Employee agrees, as a condition to Employee’s employment with the Company, to execute the Company’s standard form of Employee Non-Disclosure, Invention Release and Non-Competition Agreement attached hereto as Exhibit A.

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