Share Purchase Proposal Clause Samples

Share Purchase Proposal. Until the termination of this Agreement pursuant to Section 6.4 hereof, none of the Sellers, or any affiliates of any of the Sellers, shall, directly or indirectly, encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information to, any Person or group (as defined in Section 13(d)(3) of the Exchange Act) (other than the Company, any of its affiliates or representatives) concerning any acquisition or purchase of any Estate Shares or ▇▇▇▇▇▇ Share (each a “Share Purchase Proposal”), provided, however, that nothing contained in this Agreement shall prohibit the Representatives from pledging the Pledged Shares or consummating the Loan (as those terms are defined in Section 1.8 of the Settlement Agreement). The Sellers shall not enter into any agreement with respect to any Share Purchase Proposal. Upon execution of this Agreement, each Seller shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and each such Seller shall request (or if any of them has the contractual right to do so, demand) the return of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection therewith. Each Seller shall immediately notify the Company of the existence of any proposal or inquiry received by such Seller, and each Seller shall immediately communicate to the Company the terms of any proposal or inquiry which any of them may receive (and shall immediately provide to the Company copies of any written materials received by such Seller in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry.