Solicitation of Transactions. From the date of this Agreement until the occurrence of the Closing, Seller will not directly or indirectly through the Valuation Firm or otherwise solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider any proposal of any other person relating to the acquisition of the Seller, its assets or business, in whole or in part, whether directly or indirectly, through purchase, merger, consolidation or otherwise (other than sales of inventory in the ordinary course of business).
Solicitation of Transactions. (a) From the date hereof and continuing until the earlier of the Closing or the termination of this Agreement in accordance with the terms hereof, Seller, the Company and the Company Subsidiaries shall not, and shall cause their respective Representatives not to, directly or indirectly, (i) solicit, initiate, support, knowingly encourage or knowingly facilitate any Acquisition Proposal or the making thereof to Seller or the Company; (ii) enter into, maintain, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person (other than Purchaser and its Representatives) with respect to any Acquisition Proposal; or (iii) allow Seller, the Company or any of the Company Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, share purchase agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar Contract constituting or related to, any Acquisition Proposal.
(b) Seller and the Company will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal. Seller or the Company shall (i) promptly (and in any event within two (2) business days) advise Purchaser orally and in writing of the receipt of any Acquisition Proposal (including for the avoidance of doubt any request for information or other inquiry which Seller or the Company would reasonably expect to lead to an Acquisition Proposal), including the material terms and conditions of such Acquisition Proposal (including any changes thereto) and the identity of the person making such Acquisition Proposal and attaching a copy of any such written Acquisition Proposal and (ii) keep Purchaser reasonably informed on a timely basis of the status of, and any material modification to, any such Acquisition Proposal, except (and solely to the extent) such notification and/or disclosure is prohibited by the terms of a confidentiality agreement to which Seller or the Company is a party as of the date of this Agreement.
Solicitation of Transactions. As of the date of this Agreement, Suites has not directly or indirectly, through any officer, director, employee, agent, investment banker, financial advisor, attorney, accountant, broker, finder or other representative, initiated or solicited (including by way of furnishing nonpublic information or assistance) any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Transaction (as defined in Section 5.6), or authorized or permitted any of its officers, directors, employees, agents, attorneys, investment bankers, financial advisors, accountants, brokers, finders or other representatives to take any such action.
Solicitation of Transactions. Seller and Shareholders, severally and not jointly, agree that, during the Non-Compete Period, Seller and Shareholders will not, directly or indirectly, for themselves or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature, solicit (either directly or indirectly through a broker or otherwise) any person or entity that has been in contact, verbally or in writing, with the Seller and/or Shareholders, or any representative of the Seller and/or Shareholders at any time during the two year period preceding the Closing, regarding any existing or potential opportunity, project or venture with the Seller and/or Shareholders for any Competing Business.
Solicitation of Transactions. From the date of the issuance of the Sale Order and until the Closing Date and provided that Purchaser is proceeding in good faith to consummate the transactions contemplated hereby in a timely manner, no Seller or its Affiliates shall discuss, negotiate or consummate any transaction involving (i) the issuance, redemption, sale or exchange or other disposition of any equity interest in any Seller or (ii) the sale, exchange, liquidation, reorganization, or other disposition of all or any part of the Acquired Assets. XXXX-XXXXX-XXXXXX. As soon as is reasonably practicable following the date of this Agreement, Sellers shall file or cause to be filed, at Purchaser's own cost and expense, with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated hereby. Sellers shall consult with Purchaser as to the appropriate time of filing such notifications and shall use their commercially reasonable efforts to make such filings at the agreed upon time, to respond promptly to any requests for additional information made by either of such agencies, and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. Sellers acknowledge that notwithstanding anything to the contrary provided herein, neither Purchaser nor any of its Affiliates shall be required (i) to divest any of its businesses, product lines or assets, or any of the Acquired Assets, (ii) to agree to any limitation on the operation or conduct of the Business, or (iii) to waive any of the conditions to this Agreement set forth in 0.
Solicitation of Transactions. (a) From the date of this Agreement to the date this Agreement is terminated pursuant to Section 8.1, the Sellers shall not, and shall cause all Apex Affiliates, MSC and AMM and the Representatives of the Sellers, Apex Affiliates, MSC and AMM not to, directly or indirectly, (i) solicit, initiate, knowingly facilitate or knowingly encourage the submission of, or any inquiries with respect to, any Alternative Proposal by a Third Party; (ii) participate in any discussions or negotiations with a Third Party or such Third Party’s Representatives regarding, or furnish to any Third Party or Third Party Representative any information or data with respect to, or otherwise cooperate in any way with respect to, or assist or participate in, any Alternative Proposal or any potential Alternative Proposal; or (iii) enter into any letter of intent, memorandum of understanding, acquisition agreement or other agreement, arrangement or understanding that contemplates an Alternative Proposal by such Third Party or requiring the Sellers to terminate, abandon or fail to consummate this Agreement or any of the Transactions; provided, that prior to the termination of this Agreement, the Sellers, in connection with any bona fide Alternative Proposal received by the Sellers without any violation of clause (i) above, may furnish information and data to a Third Party and such Third Party’s Representatives and take any other action referred to in clause (ii) above, if: (A) the Board of Directors of Apex determines in good faith that the Alternative Proposal constitutes, or may lead to, a Superior Proposal; (B) Apex gives Sumitomo prompt written notice of the Sellers’ intention to furnish information or data to or to engage in negotiations or discussions with the Third Party submitting such Acquisition Proposal or such Third Party’s Representatives; (C) prior to providing any information or data to such Third Party or Third Party’s Representatives, Apex enters into a confidentiality agreement with such Third Party which shall not contain restrictions that would prevent the Sellers from complying with their disclosure obligations under this Section 5.5; and (D) the Fee Approval Motion has been approved by the Bankruptcy Court.
(b) For purposes of this Agreement, a “Superior Proposal” means any bona fide written Alternative Proposal, not solicited, initiated or knowingly encouraged in violation of clause (i) of Section 5.5(a), made by a Third Party to (i) acquire, directly or indirectly,...
Solicitation of Transactions. The Company has agreed that it will immediately cease and cause to be terminated all existing discussions, negotiations and communications with any persons with respect to any Acquisition Proposal (as defined in the Merger Agreement). The Company has agreed that it will not, and will not permit any of its affiliates and its and their directors, officers, employees, agents, advisors (including, without limitation, financial advisors, counsel and accountants) or controlling persons ("Representatives") to (a) solicit, initiate, consider, encourage or accept any Acquisition Proposal or (b) participate in any discussions, negotiations or other communications regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other person to make, any Acquisition Proposal. The Company has also agreed that it will promptly advise CSG of the Company's receipt of any Acquisition Proposal and any request for information that may reasonably be expected to lead to or is otherwise related to any Acquisition Proposal, the identity of the person making such Acquisition Proposal or request for information and the terms and conditions of such Acquisition Proposal.
Solicitation of Transactions. Section 5.5 Consummation of the Merger Section 5.6 Certain Notices Section 5.7 Public Announcements
Solicitation of Transactions. From the date of this Agreement until the occurrence of the Closing, Sellers will not directly or indirectly through the Valuation Firm send bid packages or contact bidders regarding the Businesses to any Persons. If the August 28th Special Committee receives an offer, proposal or request for information regarding the acquisition or purchase of the Businesses or any of them (any such offer or proposal being hereinafter referred to as an "Acquisition Proposal"), the August 28th Special Committee on behalf of Sellers shall have the right to negotiate the terms of such Acquisition Proposal. In the event the August 28th Special Committee determines in its sole discretion that any such Acquisition Proposal would provide to Sellers a value which is not less than 105% of the value of the transaction contemplated hereby, then Sellers shall have the right to terminate this Agreement and proceed with the Acquisition Proposal.
Solicitation of Transactions. M&EC and the Stockholders shall not and will not allow any of their employees, agents, representatives or Affiliates (including, but not limited to any of M&EC's officers, directors, employees, agents, representatives or Affiliates), to (i) negotiate, sell, offer to sell or solicit offers to purchase any of the assets of M&EC (other than sales of products in the ordinary course of their businesses); (ii) negotiate, sell, offer to sell or solicit offers to purchase or exchange, any capital stock of M&EC or any subsidiary of M&EC to, from or with any other party (other than pursuant to the terms of this Agreement) or enter into any merger, consolidation, liquidation or similar transaction involving, directly or indirectly, M&EC or any Subsidiary of M&EC (other than pursuant to the terms of this Agreement) and none of the Stockholders, M&EC nor any of their Affiliates will negotiate with or provide financial, technical or other information to any person (other than pursuant to the terms of this Agreement) in connection with any such proposed purchase or transaction; or, (iii) negotiate, sell, offer to sell or solicit any offers to purchase any outstanding shares of M&EC's capital stock or any other securities of M&EC (other than pursuant to the
