Transaction Proposal Sample Clauses
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Transaction Proposal. Notwithstanding the foregoing, the Board may, in response to a Superior Offer (as defined in Section 4.12(b)) that was not solicited by the Company or any Company Representative on or after the date hereof and that did not otherwise result from a breach of this Section 4.12(a), (x) furnish information with respect to the Company to any person making a Superior Offer and (y) participate in discussions or negotiations regarding such Superior Offer; provided, however, that prior to participating in any such discussions or negotiations or furnishing any such information, the Company receives from such person an executed confidentiality agreement (on terms that are not materially less favorable to the Company than the various confidentiality agreements executed by representatives of the Investor), a copy of the form of which shall be provided to the Investor; and provided, further, that the Board shall promptly, but in no event later than the day following such event, provide the Investor with notice thereof.
Transaction Proposal. 27 6.03 Non-Competition; Non-Solicitation.................................28 6.04 Access to Books and Records.......................................28 6.05 Financing.........................................................28 6.06 Notification......................................................29 6.07
Transaction Proposal. Until the Closing Date, the Company and the Equityholders shall not, directly or indirectly, solicit or engage in discussion with third parties, initiate, entertain or respond to offers, inquiries, proposals or discussions, or enter into any agreement involving any transaction that has as its purpose a business combination involving or disposing of the whole or part of the Company or any of its Subsidiaries or any other transaction that would make the transactions contemplated by this Agreement infeasible or impractical (each a "Proposal") or provide any information to any Person or any of such Person's advisors or prospective lenders regarding the Company or its Subsidiaries in the context involving a potential Proposal or the transactions contemplated thereby. For purposes of this Agreement, non-solicitation shall include, but not be limited to, any proposed or actual (a) sale, merger, consolidation or similar transaction involving the Company or its Subsidiaries, (b) sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any assets or properties of the Company or its Subsidiaries representing 10% of the consolidated assets, revenues, earnings before interest, tax, depreciation and amortization or profits of the Company or such Subsidiaries, (c) issuance, sale or other disposition by the Company or any of its Subsidiaries (including by way of merger, consolidation, share exchange or any similar transaction) of any interest or securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 10% or more of the votes associated with the Shares, (d) recapitalization, restructuring, liquidation, dissolution or other similar type of transaction with respect to the Company or any Subsidiary involving a third party or (e) transactions which are similar in form, substance or purpose to any of the foregoing transactions. In the event the Sellers, the Company or any of its Subsidiaries or any of their respective representatives receive any such Proposal, such recipient will immediately inform the Buyer and provide the Buyer with the details thereof, including a copy of any Proposal that is in writing.
Transaction Proposal. Until the earlier of the Closing Date or the termination of this Agreement pursuant to Article VIII hereof, the Sellers shall not, directly or indirectly, solicit or engage in discussion with third parties, initiate, entertain or respond to offers, inquiries, proposals or discussions, or enter into any agreement involving any transaction that has as its purpose any merger, consolidation, business combination or other similar transaction, directly or indirectly, involving the Company or its Subsidiaries or any acquisition or purchase of all or a significant portion of the assets of, or any equity interest in, the Company or its Subsidiaries or any other similar transaction with respect to the Company or its Subsidiaries involving any Person other than Purchaser or its Affiliates (each a "Proposal"), or provide information to any Person or any of such Person's advisors or prospective lenders regarding the Company or its Subsidiaries in the context involving a potential Proposal. In the event the Sellers, the Company or any of its Subsidiaries or any of its representatives receive any such Proposal, the Sellers will inform Purchaser and provide Purchaser with the details thereof, including a copy of any Proposal.
Transaction Proposal. 35 Travel Ports 401(k) Plan......................................................37