Third Party Acquisition Proposals Sample Clauses

Third Party Acquisition Proposals. Each Acquired Company has ceased any and all activities, discussions or negotiations with any Person (other than Parent) with respect to any Acquisition Transaction.
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Third Party Acquisition Proposals. The Company and its Subsidiaries have ceased any and all activities, discussions or negotiations with any Person (other than Parent) with respect to any Acquisition Proposal. All confidential information of the Company and its Subsidiaries previously provided to any other Person in connection with any Acquisition Proposal has been returned to the Company or to the Knowledge of the Company, destroyed, to the reasonable satisfaction of the Company, by such other Person.
Third Party Acquisition Proposals. (i) In the event MediWound receives from a third party (other than any Mölnlycke Group Member (as defined below)) an unsolicited Acquisition proposal that is deemed by the Board as acceptable for further evaluation by MediWound (an “Unsolicited Proposal”), then MediWound shall promptly (and in any event within three (3) days after the receipt thereof by MediWound and the aforesaid determination by the Board) advise Mölnlycke in writing of MediWound’s receipt of such Unsolicited Proposal and the type of proposed Acquisition underlying such Unsolicited Proposal without, however, disclosing the identity of the proposing third party nor of any of the terms or conditions thereof (the “Unsolicited Proposal Notice”), and will allow Mölnlycke to participate in such potential Acquisition process. During the thirty (30) days of receipt of an Unsolicited Proposal Notice (the “Unsolicited Review Period”), MediWound shall not enter into a definitive agreement with any third party related to an Unsolicited Proposal.
Third Party Acquisition Proposals. Arctic Cat will, and will cause its subsidiaries to, and will instruct (and use its reasonable best efforts to cause) any representative of Arctic Cat and its subsidiaries to, immediately cease and cause to be terminated any solicitation, discussions or negotiations with any person that may be ongoing with respect to an Acquisition Proposal (as defined below), or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, and will request the prompt return or destruction of all non-public confidential information previously furnished to any person in connection therewith and immediately terminate all physical and electronic data room access previously granted to any such person, its subsidiaries or its or its subsidiaries' representatives. Subject to the exceptions described below, Arctic Cat has agreed that during the period from the date of the Merger Agreement and the earlier of the Acceptance Time and the termination of the Merger Agreement in accordance with its terms, it will not, and will cause each of its subsidiaries not to, and will instruct (and use its reasonable best efforts to cause) any representative of Arctic Cat and its subsidiaries not to, directly or indirectly: • solicit or initiate any inquiries or the implementation or submission of any Acquisition Proposal, or any proposals or offers that would be reasonably expected to lead to an Acquisition Proposal; • engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public and confidential information in connection with, or for the purpose of facilitating, any inquiries, proposals or offers that constitute, or could be reasonably expected to lead to, an Acquisition Proposal, except to notify such person of the existence of the restriction regarding third party proposals contained in the Merger Agreement; • otherwise facilitate any effort or attempt to make an Acquisition Proposal, or any inquiries, proposals or offers that could reasonably be expected to lead to an Acquisition Proposal; or • execute or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option or other similar agreement (other than an Acceptable Confidentiality Agreement (as defined below) entered into in accordance with the terms of the Merger Agreement) regarding, or that is intended to result in, or would reasonably be expected to lead to,...
Third Party Acquisition Proposals. (a) Subject to Section 12.9 below, Seller, at the direction of the Board of Directors of Seller or the Special Committee thereof, may terminate this Agreement as contemplated by Section 12.3 below if (i) Seller has received one or more Acquisition Proposals, (ii) Seller has complied in all material respects with this Section 8.1, and (iii) Seller shall have delivered to Buyer a written notice (a “Notice of Acquisition Proposal”) of such Acquisition Proposal(s) at least two (2) Business Days in advance of its intention to effect such termination.
Third Party Acquisition Proposals. Each Acquired Company has ceased any and all activities, discussions or negotiations with any Person (other than Purchaser) with respect to any Acquisition Transaction. The Company has complied in all respects with its obligations under, and has not breached in any respect, the letter agreement dated July 23, 2021 by and between Tenable Holdings, Inc. and the Company.

Related to Third Party Acquisition Proposals

  • Acquisition Proposals Except as otherwise provided in this Section 5.10, Seller agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit or encourage any inquiries or the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, an “Acquisition”); provided, however, that the foregoing shall not restrict Seller from renewing the “exit financing” of the Debtors on substantially the same terms as in effect as of March 31, 2005. Seller further agrees that neither it nor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and that it shall direct its Subsidiaries and its and its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from:

  • Notification of Acquisition Proposals The Company shall promptly (and in any event within 24 hours) notify the Offeror, at first orally and then in writing, of any proposal, inquiry, offer or request received by the Company or its Representatives: (i) relating to an Acquisition Proposal or potential Acquisition Proposal or inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal; (ii) for discussions or negotiations in respect of an Acquisition Proposal or potential Acquisition Proposal; (iii) for non-public information relating to the Company or the Company Subsidiary, access to properties, books, records or a list of Shareholders, Securityholders or a list of shareholders of the Company Subsidiary; (iv) for representation on the Board; or (v) any amendments to the foregoing. Such notice shall include the identity of the person making such proposal, inquiry, offer or request, a description of the terms and conditions of such proposal, inquiry, offer or request, copies of all written communications in respect of such proposal, inquiry, offer, or request, including any term sheet, summary or letter of intent or similar document (including drafts thereof) relating to such Acquisition Proposal or potential Acquisition Proposal and such other details of the proposal, inquiry, offer or request that the Offeror may reasonably request. The Company shall keep the Offeror promptly and fully informed of the status, including any change to the terms, of such proposal, inquiry, offer or request and shall respond promptly to all inquiries by the Offeror with respect thereto.

  • Superior Proposal Section 5.4(b)........................................37

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