Third Party Proposals. None of Seller, the Company, any --------------------- of the Company Subsidiaries, any of their respective Affiliates or any of their respective officers, directors, employees, representatives or advisors ("Representatives") shall directly or indirectly so licit, encourage or facilitate inquiries or proposals, or enter into any definitive agreement, with respect to, or initiate or participate in any negotiations or discussions with any Person concerning, any acquisition or purchase of all or any material portion of the assets of, or of any equity interest in, the Company or any of the Company Subsidiaries or any merger or business combination with the Company or any of the Company Subsidiaries other than as contemplated by this Agreement (each, an "Acquisition Proposal") or furnish any information regarding the Company or the Company Subsidiaries to any such Person. Seller, the Company, and any of their respective Affiliates and Representatives shall notify Buyer immediately if any Acquisition Proposal (including the terms thereof) is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with, any of Seller, the Company, the Company Subsidiaries or any of their respective Affiliates or Representatives. Seller, the Company and each of the Company Subsidiaries shall, and shall cause their respective Affiliates and Representatives to, immediately cease or cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted prior to the date hereof with respect to any Acquisition Proposal and shall seek to have all materials distributed to such Persons by Seller, the Company, any Company Subsidiary or any of their respective Affiliates and Representatives returned to Seller promptly. None of Seller, the Company, the Company Subsidiaries or any of their respective Affiliates and Representatives shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect with respect to the Company and the Company Subsidiaries. Seller, the Company, and the Company Subsidiaries shall cause their respective Affiliates and Representatives to comply with the provisions of this Section 6.11.
Third Party Proposals. (a) The Company agrees that, except as expressly contemplated by this Agreement, neither it nor any of its Subsidiaries shall, and the Company shall, and shall cause its Subsidiaries and affiliates (as such term in used in Rule 12b-2 under the Exchange Act) to, cause their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives not to (i) directly or indirectly initiate, solicit, knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making or submission of any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to any Person that has made an Acquisition Proposal or to any Person in contemplation of an Acquisition Proposal, or (iii) accept an Acquisition Proposal or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.4) or (B) requiring, intended to cause, or which could reasonably be expected to cause the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement (each an “Acquisition Agreement”). Any violation of the foregoing restrictions by any of the Company’s Subsidiaries or by any representatives of the Company or any of its Subsidiaries, whether or not such representative is so authorized and whether or not such representative is purporting to act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement, the Company and the Company Board may take any actions described in clause (ii) of this Section 6.4(a) with respect to a third party if at any time prior to the Special Meeting (x) the Company receives a written Acquisit...
Third Party Proposals. None of the Company, the Shareholders, or any of their respective Affiliates and agents shall directly or indirectly solicit, encourage or facilitate inquiries or proposals, or enter into any definitive agreement, with respect to, or initiate or participate in any negotiations or discussions with any Person concerning, any acquisition or purchase of all or a substantial portion of the assets of, or of any equity interest in, the Company or any merger or business combination with the Company other than as contemplated by this Agreement (each, an "Acquisition Proposal") or furnish any information to any such Person. The Company, the Shareholders and any of their respective Affiliates and agents shall notify Buyer within one Business Day if any Acquisition Proposal (including the terms thereof) is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with, any of the Company, the Shareholders or any of their respective Affiliates and agents. The Company and the Shareholders shall, and shall cause their respective Affiliates, officers, directors, employees, representatives and advisors to, immediately cease or cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted prior to the date hereof with respect to any Acquisition Proposal and shall seek to have all materials distributed to such Persons by the Company, the Shareholders or any of their respective Affiliates or agents returned to the Company promptly. None of the Company, the Shareholders or any of their respective Affiliates shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect. The Company and the Shareholders shall cause their respective officers, directors, agents, advisors and Affiliates to comply with the provisions of this Section 4.13.
Third Party Proposals. Entel will obtain and review third party --------------------- proposals for equipment and/or services, including but not limited to construction, installation, testing and training and other services required to implement the turnkey replacement and make a recommendation to Triton as to which proposal to accept.
Third Party Proposals. 6.8.1 Each of the Company, the U.S. Seller and the Canadian Seller agrees that, during the term of this Agreement, it shall not, and shall not authorize or permit any of its subsidiaries or any of its or its subsidiaries' directors, officers, employees, agents or representatives to, directly or indirectly, solicit, initiate, encourage or facilitate, or furnish or disclose non-public information in furtherance of, any inquiries or the making of any proposal with respect to any recapitalization, merger, consolidation or other business combination involving the Companies, or acquisition of any capital stock from the Companies or any assets of the Companies in a transaction outside of the Ordinary Course of Business, or any acquisition by any of the Companies of any material assets or capital stock of any other person or any combination of the foregoing (a "Competing Transaction"), or negotiate, explore or otherwise engage in discussions with any person (other than the Purchaser, a wholly-owned subsidiary of the Purchaser or their respective directors, officers, employees, agents and representatives) with respect to any Competing Transaction or enter into any agreement, arrangement or understanding requiring it to terminate this Agreement or abandon, terminate or fail to consummate the Closing or any other transactions contemplated by this Agreement; provided that, at any time prior to the approval of the sale of the Stadtlander Shares by the shareholders of the Canadian Seller, txx Xxxxxxxn Seller may furnish information to, and negotiate or otherwise engage in discussions with, any party who delivers a written proposal for a Competing Transaction which was not solicited or encouraged after the date of this Agreement if and so long as the Board of Directors of the Canadian Seller determines in good faith by a majority vote, after consultation with and receipt of advice from its outside legal counsel, that failing to take such action would be inconsistent with the fiduciary duties of the Board of Directors of the Canadian Seller under applicable laws and determines that such a proposal is, after consulting with Donaldson, Lufkin and Jenrette (or any other nationally recognixxx xxxxstmxxx xxnking fxxx), xxre favorable to the Canadian Seller's shareholders from a financial point of view than the transactions contemplated by this Agreement (including any adjustment to the terms and conditions proposed by the Purchaser in response to such Competing Transaction). T...
Third Party Proposals. From the date hereof until the earlier of (a) the termination of this Agreement pursuant to Article VII or (b) the Effective Time, neither the Sellers, the Company, nor any Subsidiary shall, and the Sellers and the Company shall cause their respective officers, directors, shareholders (other than with respect to Xxxx Xxxxxxx as to whom the Company and Sellers shall use reasonable best efforts to cause to comply with this Section), employees, agents, representatives or Affiliates of the Sellers, the Company or any Subsidiary (all such Persons, including the Company, the "COMPANY GROUP") not to, initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, or encourage inquiries or proposals (each, an "ACQUISITION PROPOSAL") with respect to, or furnish any information relating to, or otherwise facilitate or participate in any negotiations or discussions concerning, or enter into any agreement with respect to, any acquisition or purchase of all or a substantial portion of the assets of, or of a substantial equity interest in, the Company or any Subsidiary or any business combination with the Company or any Subsidiary (a "THIRD PARTY ACQUISITION") other than as contemplated by this Agreement, or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the transactions contemplated by this Agreement. The Company shall notify Newco immediately if any Acquisition Proposal is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with, any member of the Company Group. The Company and the Sellers shall, and shall cause each other member of the Company Group to, immediately cease and cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted prior to the date hereof with respect to any Acquisition
Third Party Proposals. During the period from the date hereof through the Closing Date or the date on which this Agreement is terminated pursuant to Section 8.1 hereof, none of KAR, the Equityholders or any of their respective Representatives or advisors, shall directly or indirectly solicit inquiries or proposals, or enter into any definitive agreement, with respect to, or initiate or participate in any negotiations or discussions with any Person concerning, any acquisition or purchase of all or a substantial portion of the assets of, or of any Membership Interest, or other equity interest in, KAR, or any merger or business combination with KAR or any voluntary assignment of any investment advisory, sub-advisory, administrative or distribution agreements of KAR, in each case other than as contemplated by this Agreement (each, an "Acquisition Proposal") or furnish any information to any such Person. KAR and the Equityholders shall notify Buyer immediately if any Acquisition Proposal (including the terms thereof) is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with, any of KAR, the Equityholders or any of their respective Representatives or advisors. KAR and the Equityholders shall, and shall cause their respective Representatives and advisors to, immediately cease or cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted prior to the date hereof with respect to any Acquisition Proposal and shall seek to have all materials distributed to Persons in connection therewith returned to KAR promptly or destroyed. None of KAR, the Equityholders or any of their respective Affiliates, Representatives or advisors, shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect.
Third Party Proposals. The Sellers shall not, nor shall they permit any of their respective Affiliates, and shall use reasonable best efforts to not permit any of its or their respective Affiliates’ officers, directors, employees, representatives or agents, including any investment banker, attorney or accountant engaged by any of them to, directly or indirectly solicit, encourage or facilitate inquiries or proposals, or enter into any agreement with respect to, or initiate or conduct any negotiations or discussions with any Person (other than Apollo and its Affiliates) concerning, any purchase of all or a significant portion of the assets of any Subject Company or of any capital stock of or other ownership interest in any Subject Companies or any merger or business combination involving any Subject Company (each, an “Acquisition Proposal”), or furnish any information to any Person (other than Apollo and its Affiliates) contacting them or making an inquiry with respect to a potential Acquisition Proposal.
Third Party Proposals. The Sellers shall not, nor shall they permit any of their respective Affiliates, and shall use reasonable best efforts to not permit any of its or their respective Affiliates’ officers, directors, employees, representatives or agents, including any investment banker, attorney or accountant engaged by any of them to, directly or indirectly solicit, encourage or facilitate inquiries or proposals, or enter into any agreement with respect to, or initiate or conduct any negotiations or discussions with any Person (other than Apollo and its Affiliates) concerning, any purchase of all or a significant portion of the assets of any Subject Company or of any capital stock of or other ownership interest in any Subject Companies or any merger or business combination involving any Subject Company (each, an “Acquisition Proposal”), or furnish any information to any Person (other than Apollo and its Affiliates) contacting them or making an inquiry with respect to a potential Acquisition Proposal. For the avoidance of doubt, nothing in this Section 4.6 shall restrict the Sellers (or their Affiliates) from initiating or conducting any negotiations or discussions with any Person concerning the purchase or sale of, or a merger or business combination involving, Cetera or RCAP (excluding the Subject Companies).
Third Party Proposals. 37 Section 6.12
