Prohibited Negotiations. (i) Except with respect to this Agreement and the transactions contemplated hereby, no Acquired Corporation Company nor any affiliate thereof nor any investment banker, attorney, accountant, or other representative (collectively, “Representatives”) retained by an Acquired Corporation Company shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent necessary as determined by the board of directors of Acquired Corporation to comply with the fiduciary duties of Acquired Corporation’s Board of Directors, no Acquired Corporation Company or any Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, and each Acquired Corporation Company shall direct and use its reasonable efforts to cause all of its Representatives not to engage in any of the foregoing, but Acquired Corporation may communicate information about such an Acquisition Proposal to its shareholders if and to the extent that it is required to do so in order to comply with its fiduciary duties as advised in writing by counsel to such Board of Directors. Acquired Corporation shall promptly notify Buyer orally and in writing in the event that any Acquired Corporation Company receives any inquiry or proposal relating to any such Acquisition Proposal and, unless the board of directors of Acquired Corporation determines with the advice of counsel that such action is inconsistent with its fiduciary duties, shall advise Buyer of the identity of the person making such Acquisition Proposal. Acquired Corporation shall immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any Persons other than Buyer conducted heretofore with respect to any of the foregoing.
(ii) In the event that Acquired Corporation enters into a letter of intent, agreement in principle or definitive agreement regarding an Acquisition Proposal with any third party (other than Buyer or any of its Subsidiaries) prior to the earlier of (i) the Effective Date or (ii) the termination of this Agreement pursuant to Article 13 hereof, or if Acquired Corporation receives an Acquisition Proposal from a third party (other than Buyer and its Subsidiaries) prior to the termination of this Agreement by Buyer pursuant to Section 13.2(b), (c) or (d) or by Acquired Corporation pursuant to Section 13(d) hereof, and the Merger ...
Prohibited Negotiations. Subsequent to the execution of the Agreement, and prior to the Closing Date of the Agreement, neither the Seller nor Xxxxxxxx shall solicit or encourage inquiries or proposals with respect to or furnish any information relating to or participate in any negotiations or discussions concerning, any sale or conveyance of the Property or any acquisition or purchase of all or a substantial portion of the assets of Seller or of a equity interest in Seller, or any business combination with Seller. Seller and/or Xxxxxxxx hereby agree to advise Buyer of any contact from any third party regarding the acquisition of the Property or the acquisition or other investment in Seller or of any contact which would relate to the transactions contemplated by this Agreement.
Prohibited Negotiations. 82 12.7 SURVIVAL........................................................83 12.8 ATTORNEY FEES...................................................83 12.9 NOTICES.........................................................84 12.10 AMENDMENT.......................................................85 12.11
Prohibited Negotiations. Prior to the consummation of the Stock Sale or the termination of this Agreement, PHI will not, and will cause its respective Affiliates, directors, officers, employees and representatives not to, solicit, encourage or respond to inquiries or proposals with respect to, or furnish any information relating to or participate in any negotiations or discussions concerning, any acquisition or purchase of all or substantially all of the stock, the assets of, or of a substantial equity interest in, or any business combination with, any of the PTI Entities, other than as contemplated by this Agreement, and PHI shall notify Century immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with either PHI or any PTI Entity.
Prohibited Negotiations. Buyer and Seller shall abide by the following provisions regarding prohibited negotiations:
(a) Prior to the earlier to occur of (i) the Closing Date and consummation of this transaction or (ii) termination of this Agreement, Seller shall not solicit or encourage inquiries or proposals with respect to, or furnish any information relating to or participate in any negotiations or discussions concerning, any acquisition or purchase of all or any portion of the Properties other than as contemplated by this Agreement; and the Sellers shall instruct the officers, directors, employees, agents and affiliates to refrain from doing any of the above, and will notify Buyer immediately if any such inquiries or proposals are received by it or them, any such information is requested from it or them, or any such negotiations or discussions are sought to be initiated with it or them.
(b) Prior to the earlier to occur of (i) the Closing Date and consummation of this transaction or (ii) termination of this Agreement, Buyer shall not, and shall cause its officers, directors, employees, agents and affiliates not to, solicit or encourage inquiries or proposals with respect to, or furnish any information relating to or participate in any negotiations or discussions concerning, any acquisition or purchase by Buyer of all or a substantial portion of the assets of any other person or of a substantial equity interest in any other person, or any business combination with any other person, other than as contemplated by this Agreement, and shall notify the Seller 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 it.
Prohibited Negotiations. Until the termination of this Agreement, neither Southern nor any of Southern's directors or officers (or any person representing any of the foregoing) shall solicit or encourage inquiries or proposals with respect to, furnish any information relating to or participate in any negotiations or discussions concerning, any acquisition or purchase of all or of a substantial portion of the Assets of, or of a substantial equity interest in, Southern or any business combination involving Southern or any Southern Company other than as contemplated by this Agreement. Southern will notify BancGroup immediately if any such inquiries or proposals are received by Southern, if any such information is requested from Southern, or if any such negotiations or discussions are sought to be initiated with Southern, and Southern shall instruct Southern's officers, directors, agents or affiliates or their subsidiaries to refrain from doing any of the above; provided, however, that nothing contained herein shall be deemed to prohibit any officer or director of Southern from fulfilling his fiduciary duty or from taking any action that is required by Law.
Prohibited Negotiations. Except with respect to this Agreement and the transactions contemplated hereby, no Bancshares Company nor any affiliate thereof nor any investment banker, attorney, accountant, or other representative (collectively, "Representatives") retained by any Bancshares Company shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent necessary to comply with the fiduciary duties of Bancshares' Board of Directors as advised in writing by counsel to such Board of Directors, no Bancshares Company or any Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, and each Bancshares Company shall direct and use its reasonable efforts to cause all of its Representatives not to engage in any of the foregoing, but Bancshares may communicate information about such an Acquisition Proposal to its shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised in writing by counsel to such Board of Directors. Bancshares shall promptly notify Warrior orally and in writing in the event that any Bancshares Company receives any inquiry or proposal relating to any such Acquisition Proposal. Bancshares shall immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any Persons other than Warrior conducted heretofore with respect to any of the foregoing.
Prohibited Negotiations. From and after the date hereof and until the earlier to occur of the Effective Time or the termination of this Agreement pursuant to Section 9.1, the Company shall not, and shall not cause, encourage or assist any Stockholder or Affiliate thereof to, entertain, solicit, engage in discussions or negotiations with, or provide any information to, any Person or group (other than Parent or its Representatives) concerning any merger, sale of substantially all of the Company’s or any Subsidiary’s assets, sale of capital stock representing a majority of the outstanding voting stock of the Company or any Subsidiary, or any reorganization, recapitalization or similar transaction involving the Company or any Subsidiary.
Prohibited Negotiations. Except in connection with the sale of the Xxxxxx Energy Shares to the Purchaser pursuant hereto or as otherwise consented to by the Purchaser in writing, until the earlier of the expiry of the Interim Period or the termination of this Agreement in accordance with the terms hereof, the Vendor shall ensure that neither the Vendor nor any of their Affiliates, nor any of their respective agents and representatives, shall:
(a) have any further negotiations with other potential purchasers of all or any portion of the Xxxxxx Energy Shares, or all or substantially all the PNG Assets and shall not directly or indirectly initiate, solicit, encourage or accept any other offer or proposal by any Person other than the Purchaser for the purchase or acquisition of all or any portion of the Xxxxxx Energy Shares or all or substantially all the PNG Assets; and
(b) provide information concerning Xxxxxx Energy's operations, finances, securities, assets or other business or affairs to any Person in furtherance of any matter pursuant to Section 4.7(a) or in furtherance of any contemplated corporate acquisition or merger.
Prohibited Negotiations. Except in connection with the sale of the Amalco Shares to the Purchaser pursuant hereto or as otherwise consented to by the Purchaser in writing, until the earlier of the expiry of the Interim Period or the termination of this Agreement in accordance with the terms hereof, the Vendors shall ensure that neither the Vendors nor any of their Affiliates, including the Watford Entities, Watford Energy and Amalco, nor any of their respective agents and representatives, shall:
(a) have any further negotiations with other potential purchasers of all or any portion of the Amalco Shares, Shares of or interests in (as applicable) the Watford Entities, Watford Energy or Amalco or all or substantially all the PNG Assets and shall not directly or indirectly initiate, solicit, encourage or accept any other offer or proposal by any Person other than the Purchaser for the purchase or acquisition of all or any portion of the Amalco Shares or shares of the Watford Entities or Watford Energy or all or substantially all the PNG Assets; and
(b) provide information concerning the Watford Entities', Watford Energy's or Amalco's operations, finances, securities, assets or other business or affairs to any Person in furtherance of any matter pursuant to Section 4.7(a) or in furtherance of any contemplated corporate acquisition or merger.
