Common use of Transaction Proposals Clause in Contracts

Transaction Proposals. From the date hereof until the Closing Date (or the earlier termination of this Agreement), the Shareholders, the Majority Stakeholders and the Seller shall not, and the Seller shall not authorize or permit any of its officers, directors, consultants or employees, or any of its agents to, directly or indirectly (i) solicit, initiate or encourage the submission of Transaction Proposals, (ii) participate in any discussions or negotiations regarding any Transaction Proposal or furnish information about the Seller to any Person with respect to any Transaction Proposal except to the Majority Stakeholders, the Company or its representatives, (iii) otherwise cooperate in any way with any effort or attempt by any other Person to make or enter into a Transaction Proposal, or (iv) accept, approve or authorize, or enter into any agreement concerning any Transaction Proposal; provided, however, that the Seller and its directors and officers will remain free to participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any unsolicited effort or attempt by any person to do or seek any of the foregoing in clauses (ii), (iii) or (iv) to the extent their fiduciary duties under Delaware law may require; provided, further, that if the Seller consummates a transaction with a party other than the Company as a result of the Seller's Board of Directors exercise of its fiduciary duties as contemplated above, the Seller shall pay to the Company a break-up fee of $500,000. The Seller shall cause its agents, officers, directors, representatives and Affiliates to abide by the terms of this Section 6.5. The Seller's remedy for any breach of this Section 6.5 shall be specific performance. In the event that the Seller receives or becomes aware of any Transaction Proposal, it shall promptly notify the Company in writing of such communication and keep the Company informed of any subsequent developments in connection therewith.

Transaction Proposals. From Prior to the date hereof until the Closing Date (or the earlier termination of this Agreement, the Company shall not (whether directly or indirectly through advisors, agents or other intermediaries), the Shareholders, the Majority Stakeholders and the Seller shall not, and the Seller shall not authorize or permit any of its officers, directors, consultants agents, representatives or employees, or any of its agents to, directly or indirectly advisors to (ia) solicit, initiate or knowingly encourage or facilitate the submission of Transaction Proposalsinquiries, proposals or offers from any Person (other than Merger Sub or Parent) relating to (i) any acquisition or purchase of over 20% of the consolidated assets of the Company or of over 20% of any class of equity securities of the Company, (ii) any tender offer (including a self tender offer) or exchange offer that if consummated would result in any third party beneficially owning over 20% of any class of equity securities of the Company, or (iii) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company other than the transactions contemplated by this Agreement (collectively, "TRANSACTION PROPOSALS"), (b) agree to or recommend to its stockholders any Transaction Proposal, or (c) enter into or participate in any discussions or negotiations regarding any a Transaction Proposal Proposal, or furnish information about the Seller to any Person (other than Parent, Merger Sub or any of their representatives) any information with respect to its business, properties or assets in connection with a Transaction Proposal; PROVIDED, HOWEVER, that nothing in this Agreement shall prohibit the Company (either directly or indirectly through advisors, agents or other intermediaries) from (A) furnishing information pursuant to appropriate terms of confidentiality concerning the Company and its business, properties or assets to a third party who has indicated an interest in making a bona fide Transaction Proposal (provided, that if such confidentiality terms are less favorable to the Company in any material respect than the terms of the Confidentiality Agreement, that the Confidentiality Agreement shall be deemed amended to provide for such more favorable confidentiality terms) , (B) engaging in discussions or negotiations with such third party, (C) following receipt of a bona fide Transaction Proposal, taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or otherwise making disclosure to its stockholders, (D) following receipt of a bona fide Transaction Proposal, failing to make or withdrawing or modifying its recommendation and/or declaration of advisability of the Offer and/or adoption of this Agreement, and to the extent it does so, the Company may refrain from calling, providing notice of and holding the Company Stockholders Meeting to adopt this Agreement and from soliciting proxies or consents to secure the vote or written consent of its stockholders to adopt this Agreement, (E) waiving the provisions of any confidentiality and/or standstill agreement to which the Company is a party (provided, that the Company shall be deemed to simultaneously waive any such provisions of the Confidentiality Agreement), (F) taking any non-appealable, final action ordered to be taken by the Company by any court of competent jurisdiction and/or (G) making any disclosure or filing required by law (including, without limitation, Delaware state law and the rules and regulations promulgated under the federal securities laws), stock exchange rules or the rules, regulations, order or request of any Governmental Entity (including the SEC), but in each case referred to in the foregoing clauses (A) through (E) only to the extent that the Company Board shall have concluded in good faith after consulting with its outside legal counsel and financial advisor that such action is consistent with the discharge of its fiduciary duties to the stockholders of the Company under applicable law; PROVIDED, FURTHER, that the Board of Directors of the Company shall not take any of the foregoing actions referred to in clauses (A) through (D) above, until after 24 hours notice to Parent with respect to such action. The Company Board shall, to the extent that it has concluded in good faith after consulting with its outside legal counsel and financial advisors that such action is consistent with the discharge of its fiduciary duties to the stockholders of the Company under applicable law, promptly inform Parent of the initial material terms and conditions of such Transaction Proposal and the identity of the Person making it. Upon execution of this Agreement, the Company shall immediately cease and cause its advisors, agents and other intermediaries to cease any and all existing activities, discussions or negotiations conducted heretofore with respect to any Transaction Proposal except with any party other than Parent, Merger Sub or their representatives, and shall, upon consummation of the Offer, use its reasonable best efforts to cause any such other party in possession of confidential information about the Company that was furnished by or on behalf of the Company to return or destroy all such information in the possession of any such party or in the possession of any agent or advisor of any such party. Notwithstanding anything to the Majority Stakeholderscontrary contained in Section 5.4 or elsewhere in this Agreement, prior to the Effective Time, the Company or its representativesmay, (iii) otherwise cooperate in any way connection with any effort or attempt by any other Person to make or enter into a possible Transaction Proposal, or (ivrefer any third party to this Section 5.4 and Section 7.2(b) accept, approve or authorize, or enter into any agreement concerning any Transaction Proposal; provided, however, that the Seller and its directors and officers will remain free to participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any unsolicited effort or attempt by any person to do or seek any of the foregoing in clauses (ii), (iii) or (iv) to the extent their fiduciary duties under Delaware law may require; provided, further, that if the Seller consummates make a transaction with a party other than the Company as a result of the Seller's Board of Directors exercise of its fiduciary duties as contemplated above, the Seller shall pay to the Company a break-up fee of $500,000. The Seller shall cause its agents, officers, directors, representatives and Affiliates to abide by the terms copy of this Section 6.5. The Seller's remedy for any breach of this 5.4 and Section 6.5 shall be specific performance. In the event that the Seller receives or becomes aware of any Transaction Proposal, it shall promptly notify the Company in writing of such communication and keep the Company informed of any subsequent developments in connection therewith7.2(b) available to a third party.

Transaction Proposals. From the date hereof until the Closing Date (or the earlier termination of this Agreement), the Shareholders, the Majority Stakeholders and the Seller shall not, and the Seller Sellers shall not authorize authorize, encourage or permit direct any of its their respective officers, directors, consultants or consultants, employees, shareholders, Affiliates (over which they exercise control), investment bankers, attorneys, advisors, auditors, representatives or any of its agents to, directly or indirectly indirectly, (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person or group of Persons relating to any acquisition or purchase of assets of, or any equity interest in, any Seller, the Business or the Assets or any tender or exchange offer, merger, consolidation, business combination, recapitalization, restructuring, spin-off, liquidation, dissolution or similar transaction involving, directly or indirectly, any Seller, the Business or the Assets (each a "Transaction ProposalsProposal"), (ii) participate in any discussions or negotiations regarding any Transaction Proposal or furnish information about any Seller, the Seller Business or the Assets to any Person with respect to any Transaction Proposal except to (x) lenders and other parties to agreements with any Seller (for the Majority Stakeholdersspecific purpose set forth in such agreements, the Company which in no event shall include a Transaction Proposal) and (y) Purchaser or its representatives, (iii) otherwise cooperate in any way with with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to make or enter into a Transaction Proposal, or (iv) accept, approve or authorize, or enter into any agreement concerning any Transaction Proposal; provided, however, that the Seller and its directors and officers will remain free to participate Proposal or dispose of any equity interest in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any unsolicited effort or attempt by any person to do or seek any of the foregoing in clauses (ii), (iii) or (iv) to the extent their fiduciary duties under Delaware law may require; provided, further, that if the Seller consummates a transaction with a party other than the Company as a result of the Seller's Board of Directors exercise of its fiduciary duties as contemplated above, the Seller shall pay to Business or the Company a break-up fee of $500,000Assets. The Seller Sellers shall use their respective Best Efforts to cause its their shareholders, Affiliates, agents, officers, directors, investment bankers, advisors, representatives and Affiliates to abide by the terms of this Section 6.5. The Seller's remedy for any breach of this Section 6.5 shall be specific performance6.7. In the event that the any Seller receives or becomes aware of any Transaction Proposal, it shall promptly notify the Company Purchaser in writing of such communication and keep the Company Purchaser informed of any subsequent developments in connection therewith.

Transaction Proposals. From the date hereof until the Closing Date (or the earlier termination of this Agreement), the Shareholdersneither any Seller, the Majority Stakeholders and Company nor the Seller Subsidiaries shall not, and the Seller shall not authorize or permit any of its officers, directors, consultants or consultants, employees, shareholders, Affiliates, investment bankers, attorneys, advisors, auditors, representatives or any of its agents to, directly or indirectly indirectly, (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person or group of Persons relating to any acquisition or purchase of any Assets of, or any equity interest in, the Company or any of the Subsidiaries, or any tender or exchange offer, merger, consolidation, business combination, recapitalization, restructuring, spin-off, liquidation, dissolution or similar transaction involving, directly or indirectly, the Company or any of the Subsidiaries, (each a "Transaction ProposalsProposal"), (ii) participate in any discussions or negotiations regarding any Transaction Proposal or furnish information about the Seller Company or any of the Subsidiaries to any Person with respect to any Transaction Proposal except to the Majority Stakeholders, (x) lenders and other parties to agreements with the Company or any of the Subsidiaries (for the specific purpose set forth in such agreements, which in no event shall include a Transaction Proposal) and (y) Purchaser or its representatives, (iii) otherwise cooperate in any way with with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to make or enter into a Transaction Proposal, or (iv) accept, approve or authorize, or enter into any agreement concerning any Transaction Proposal; provided, however, that Proposal or dispose of any equity interest in the Seller and its directors and officers will remain free to participate in any discussions Company or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any unsolicited effort or attempt by any person to do or seek any of the foregoing in clauses (ii), (iii) or (iv) to the extent their fiduciary duties under Delaware law may require; provided, further, that if the Seller consummates a transaction with a party other than the Company as a result of the Seller's Board of Directors exercise of its fiduciary duties as contemplated aboveSubsidiaries. The Company, the Subsidiaries and each Seller shall pay to the Company a break-up fee of $500,000. The Seller shall shall, as applicable, cause its their respective shareholders, Affiliates, agents, officers, directors, investment bankers, advisors, representatives and Affiliates to abide by the terms of this Section 6.5. The Seller's remedy for any breach of this Section 6.5 shall be specific performance4.6. In the event that the Company, any of the Subsidiaries or any Seller receives or becomes aware of any Transaction Proposal, it shall promptly notify the Company Purchaser in writing of such communication and keep the Company Purchaser informed of any subsequent developments in connection therewith.

Transaction Proposals. From the date hereof until the Closing Date (or the earlier termination of this Agreement), none of the Shareholders, the Majority Stakeholders and the Seller Sellers shall not, and the Seller shall not authorize or permit any of its officers, directors, consultants or consultants, employees, shareholders, Affiliates, investment bankers, attorneys, advisors, auditors, representatives or any of its agents to, directly or indirectly indirectly, (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person or group of Persons relating to any acquisition or purchase of any assets of, or any equity interest in, any of the Sellers, or any tender or exchange offer, merger, consolidation, business combination, recapitalization, restructuring, spin-off, liquidation, dissolution or similar transaction involving, directly or indirectly, any of the Sellers, or any of their respective assets, other than transactions contemplated by this Agreement (each a "Transaction ProposalsProposal"), (ii) participate in any discussions or negotiations regarding any Transaction Proposal or furnish information about any of the Seller Sellers to any Person with respect to any Transaction Proposal except to (x) lenders and other parties to agreements with any of the Majority StakeholdersSellers (for the specific purpose set forth in such agreements, the Company which in no event shall include a Transaction Proposal) and (y) Purchaser or its representatives, (iii) otherwise cooperate in any way with with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to make or enter into a Transaction Proposal, or (iv) accept, approve or authorize, or enter into any agreement concerning any Transaction Proposal; provided, however, that the Seller and its directors and officers will remain free to participate Proposal or dispose of any equity interest in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any unsolicited effort or attempt by any person to do or seek any of the foregoing in clauses (ii), (iii) or (iv) to the extent their fiduciary duties under Delaware law may require; provided, further, that if the Seller consummates a transaction with a party other than the Company as a result of the Seller's Board of Directors exercise of its fiduciary duties as contemplated above, the Seller shall pay to the Company a break-up fee of $500,000Sellers. The Seller shall Sellers shall, as applicable, use their respective Best Efforts to cause its their respective shareholders, Affiliates, agents, officers, directors, investment bankers, advisors, representatives and Affiliates to abide by the terms of this Section 6.5. The Seller's remedy for any breach of this Section 6.5 shall be specific performance5.7. In the event that any of the Seller Sellers receives or becomes aware of any Transaction Proposal, it shall promptly notify the Company Purchaser in writing of such communication and keep the Company Purchaser informed of any subsequent developments in connection therewith.

Transaction Proposals. From the date hereof until the Closing Date (or the earlier termination of this Agreementa) Subject to Section 8.02(d), the Shareholders, the Majority Stakeholders and the Seller Company shall not, and the Seller nor shall not it permit any of its Subsidiaries to, nor shall it authorize or permit any of its officersofficer, directorsdirector or employee of, consultants or employeesany investment banker, attorney, accountant or other advisor, agent or representative of, the Company or any of its agents Subsidiaries to, directly or indirectly (i) solicitsolicit or initiate, initiate or encourage (including by furnishing non-public information) the submission of of, any Transaction Proposals, Proposal (as defined below) or (ii) participate in any discussions or negotiations regarding any Transaction Proposal regarding, or furnish information about the Seller to any Person any information with respect to any Transaction Proposal except to the Majority Stakeholdersto, the Company or its representatives, (iii) otherwise cooperate in any way with any effort or attempt by take any other Person action to make facilitate any inquiries or enter into a Transaction Proposalthe making of any proposal that constitutes, or (iv) acceptmay reasonably be expected to lead to, approve or authorize, or enter into any agreement concerning any Transaction Proposal; provided, however, that prior to the Seller and its directors and officers will remain free Company Meeting, in response to participate an unsolicited written bona fide Transaction Proposal that in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any unsolicited effort or attempt by any person to do or seek any the good faith opinion of the foregoing in clauses (ii), (iii) or (iv) to the extent their fiduciary duties under Delaware law may require; provided, further, that if the Seller consummates a transaction with a party other than the Company as a result of the Seller's Board of Directors exercise of the Company could reasonably be expected to result in a Superior Proposal (as defined below), if the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that failure to do so could reasonably be expected to result in a breach of its fiduciary duties as contemplated aboveto stockholders under applicable law, the Seller shall pay Company may, subject to compliance with Section 8.02(c), (A) furnish information with respect to the Company to such Person making such proposal pursuant to a break-up fee customary confidentiality and standstill agreement with such Person and (B) participate in negotiations regarding such Transaction Proposal. For purposes of $500,000this Agreement, "Transaction Proposal" means any inquiry, proposal or offer from any Person relating to (x) any purchase or other acquisition from the Company of assets representing 25% or more of the net revenues, net income or profits of the Company and its Subsidiaries, taken as a whole, (y) any purchase or other acquisition of 10% or more of any class of Equity Securities of the Company, or (z) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company (or any Subsidiary whose business constitutes 25% or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole), in each case other than the transactions contemplated by this Agreement. The Seller shall Immediately after the execution and delivery of this Agreement, the Company will, and will cause its agentsSubsidiaries and Affiliates, and their respective officers, directors, representatives employees, investment bankers, attorneys, accountants and Affiliates other agents to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to abide by the terms of this Section 6.5. The Seller's remedy for any breach of this Section 6.5 shall be specific performance. In the event that the Seller receives or becomes aware of any possible Transaction Proposal, it shall promptly notify the Company in writing of such communication and keep the Company informed of any subsequent developments in connection therewith.

Transaction Proposals. From the date hereof until the Closing Date (or the earlier termination of this Agreement), the Shareholders, the Majority Stakeholders Shareholders and the Seller Company shall not, and the Seller Company shall not permit any of its Subsidiaries to, and neither the Shareholders nor the Company shall authorize or permit any of its their respective officers, directors, consultants or employees, or any of its their respective investment bankers, attorneys, advisors, auditors, representatives or agents to, directly or indirectly indirectly, (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person or group relating to any acquisition or purchase of assets of, or any equity interest in, the Company or any of its Subsidiaries or any tender or exchange offer, merger, consolidation, business combination, recapitalization, restructuring, spin-off, liquidation, dissolution or similar transaction involving, directly or indirectly, the Company or any of its Subsidiaries (each a "Transaction ProposalsProposal"), (ii) participate in any discussions or negotiations regarding any Transaction Proposal or furnish information about the Seller Company to any Person with respect to any Transaction Proposal except to the Majority Stakeholders, (x) lenders and other parties to agreements with the Company and its Subsidiaries (for the specific purpose set forth in such agreements, which in no event shall include a Transaction Proposal) and (y) Buyer or its MergerSub or their representatives, (iii) otherwise cooperate in any way with with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to make or enter into a Transaction Proposal, or (iv) accept, approve or authorize, or enter into any agreement concerning any Transaction Proposal; provided, however, that Proposal or dispose of any equity interest in the Seller and its directors and officers will remain free to participate in any discussions Company or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any unsolicited effort or attempt by any person to do or seek any of the foregoing in clauses (ii), (iii) or (iv) to the extent their fiduciary duties under Delaware law may require; provided, further, that if the Seller consummates a transaction with a party other than the Company as a result of the Seller's Board of Directors exercise of its fiduciary duties as contemplated above, the Seller shall pay to the Company a break-up fee of $500,000Subsidiaries. The Seller Company and the Shareholders shall cause its their agents, officers, directors, representatives and Affiliates to abide by the terms of this Section 6.5. The Seller's remedy for any breach of this Section 6.5 shall be specific performance5.7. In the event that the Seller Company or any Shareholder receives or becomes aware of any Transaction Proposal, it shall promptly notify the Company Buyer in writing of such communication and keep the Company Buyer informed of any subsequent developments in connection therewith.