Exclusivity; Acquisition Proposals Clause Samples
The Exclusivity; Acquisition Proposals clause restricts one or both parties from soliciting, negotiating, or accepting acquisition offers from third parties during a specified period. Typically, this means the seller agrees not to entertain competing bids or proposals while negotiations with the current buyer are ongoing, and may also require prompt disclosure of any unsolicited offers received. The core function of this clause is to provide the buyer with a period of exclusivity, reducing the risk of being outbid and encouraging both parties to invest resources in finalizing the transaction.
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Exclusivity; Acquisition Proposals. Unless and until this Agreement will have been terminated by either party pursuant to Article X hereof and thereafter subject to Section 10.5, INT'▇.▇▇▇ will not (and will use its reasonable best efforts to ensure that none of its officers, directors, stockholders, agents, representatives or affiliates) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Parent and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of INT'▇.▇▇▇'s business, assets or capital stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any Person other than Parent or its representatives concerning INT'▇.▇▇▇'s business or properties or afford to any Person other than Parent or its representatives access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Merger PROVIDED, HOWEVER, that (a) INT'▇.▇▇▇ may furnish or cause to be furnished information concerning INT'▇.▇▇▇ and its businesses, properties or assets to a Person, (b) the Company may engage in discussions or negotiations with such Person, (c) following receipt of a proposal or offer for an Acquisition Transaction, may make disclosure to its stockholders and may recommend such proposal or offer to its stockholders and (d) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors of INT'▇.▇▇▇ may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, but in each case referred to in the foregoing clauses (a) through (d) only to the extent that the Board of Directors of INT'▇.▇▇▇ shall conclude in good faith after consultation with outside legal counsel that such action is necessary or appropriate because failur...
Exclusivity; Acquisition Proposals. Until the earlier of (i) the Closing or (ii) the termination of this Agreement:
(a) Compass shall not knowingly, and shall not knowingly cause or permit, directly or indirectly, through any officer, director, agent or representative (including, without limitation, investment bankers, attorneys, accountants and consultants), or otherwise:
(i) Solicit, initiate or further the submission of proposals or offers from, or enter into any agreement with, any firm, corporation, partnership, association, group (as defined in Section 13(d)(3) of the Exchange Act) or other person or entity, individually or collectively (including, without limitation, any managers or other employees of Compass or any affiliates), other than Avant! and Sub (a "Third Party"), relating to any acquisition or purchase of all or any substantial portion of the assets of, or any equity interest in, Compass or any merger, consolidation or business combination with Compass;
(ii) Participate in any discussions or negotiations regarding, or furnish to any Third Party any confidential information with respect to Compass in connection with any acquisition or purchase of all or any substantial portion of the assets of, or any equity interest in, Compass or any merger, consolidation or business combination with Compass; or
(iii) Otherwise knowingly cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Third Party to undertake or seek to undertake any acquisition or purchase of all or any portion of the assets of, or any equity interest in, Compass, or any merger, consolidation or business combination with Compass.
(b) In the event Compass receives prior to termination of this Agreement any offer or indication of interest from any Third Party relating to any acquisition or purchase of all or any portion of the assets of, or any equity interest in, Compass or any merger, consolidation or business combination with Compass, Compass shall promptly notify Avant! and Sub in writing, and shall in any such notice, set forth in reasonable detail the identity of the Third Party, the terms and conditions of any proposal and any other information requested of it by the Third Party or in connection therewith.
(c) Compass shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party conducted prior to the date of this Agreement with respect to any of the foregoing.
Exclusivity; Acquisition Proposals. Seller and Selling Principal will not (and will use their best efforts to ensure that none of Seller’s officers, directors, members, managers, agents, representatives, employees, or affiliates) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Buyer: (i) solicit, encourage, initiate, or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire the Assets, the Business, or the Assumed Liabilities, whether by merger, consolidation, other business combination, purchase of assets, tender, or exchange offer or otherwise (each of the foregoing, an “Acquisition Transaction”); (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any Person other than Buyer or its representatives concerning the Assets, the Business, or the Assumed Liabilities, or afford to any Person other than Buyer or their respective representatives access to Seller’s properties, books, or records, except in the Ordinary Course of Business and as required by law or pursuant to a request for information by any Governmental Entity; (iii) enter into or execute any agreement relating to an Acquisition Transaction; or (iv) make or authorize any public statement, recommendation, or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction. In the event that Seller or Selling Principal are contacted by any third party expressing an interest in discussing an Acquisition Transaction, Seller and Selling Principal will promptly notify Buyer in writing of such contact.
Exclusivity; Acquisition Proposals. (i) During the Interim Period, THOUGHTSTAR shall not, directly or indirectly through any officer, director, employee, representative or agent of THOUGHTSTAR or otherwise, (i) solicit, initiate, or encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, share exchange, business combination, sale of all or substantially all assets, sale of shares of capital stock or similar transactions involving THOUGHTSTAR other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as an "ACQUISITION PROPOSAL"), (ii) engage or participate in negotiations or discussions concerning, or provide any non-public information to any person or entity relating to, any Acquisition Proposal, or (iii) agree to, enter into, accept, approve or recommend any Acquisition Proposal. THOUGHTSTAR represents and warrants that it has the legal right to terminate any pending discussions or negotiations relating to an Acquisition Proposal without payment of any fee or other penalty.
(ii) During the Interim Period, THOUGHTSTAR shall notify iManage immediately (and no later than twenty-four (24) hours) after receipt by THOUGHTSTAR (or its advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of THOUGHTSTAR by any person or entity that informs THOUGHTSTAR that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact.
Exclusivity; Acquisition Proposals. Unless and until this Agreement ---------------------------------- shall have been terminated by either party pursuant to Section 8.1, neither MetroBeat nor the Principal Shareholder shall, directly or indirectly, through any officer, director, shareholder, employee, representative, agent or otherwise, solicit, initiate, entertain or encourage any proposals or offers from any third party relating to any possible acquisition of MetroBeat or any of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) (an "Alternative Acquisition"), or engage in any sale of equity interests in MetroBeat's (other than pursuant to the exercise of outstanding options or warrants) (an "Equity Transaction"); nor will MetroBeat participate in any negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate with, facilitate or encourage any effort or attempt by any person to do or seek any Alternative Acquisition or Equity Transaction. In addition, (a) MetroBeat will maintain the confidentiality of its confidential information, including information with respect to its financial and operating condition, and (b) without PerfectMarket's written consent, MetroBeat and its representatives will not disclose to any other person (other than its accountants, lawyers and other professional advisers) the nature of the discussions or negotiations taking place concerning the proposed transaction involving the parties or any of the terms, conditions or other facts with respect thereto (including the status thereof). In the event MetroBeat or the Principal Shareholder receive from any third party any offer or indication of interest (whether made in writing or otherwise) regarding an Alternative Transaction or an Equity Transaction, or any request for information about MetroBeat with respect to any of the foregoing, then MetroBeat shall promptly communicate to PerfectMarket the material terms of each such offer, indication of interest, or request, including the identity of the third party. The Principal Shareholder further agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any shares of MetroBeat Common Stock or to discuss, negotiate, or make any offer or agreement relating thereto, at any time prior to the earliest to occur of the termination of this Agreement and the Effective Time.
Exclusivity; Acquisition Proposals. Unless and until this Agreement shall have been terminated pursuant to ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ of any entity in the AKD Group, Parent, the AKD Members or the Denali Members shall take or cause or permit to be taken, directly or indirectly, any of the following actions with any Person other than GCI and its designees or agents: (a) solicit, encourage, initiate or participate in any negotiations, inquiries or discussions with respect to any offer or proposal to acquire the business or assets of any entity in the AKD Group or Denali, whether by merger, consolidation, other business combination, purchase of assets or stock, tender or exchange offer or otherwise (each of the foregoing an “Acquisition Transaction”); (b) disclose any information not customarily disclosed to any Person who is or may be requesting such information for purposes of a possible Acquisition Transaction; (c) agree to or execute any letter of intent, terms sheet or agreement relating to an Acquisition Transaction; or (d) make or authorize any public statement or solicitation with respect to any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the transactions contemplated hereby.
Exclusivity; Acquisition Proposals. Unless and until this Agreement will have been terminated by either party pursuant to Article XII hereof and thereafter subject to Section 12.02, neither the Company nor any Seller will (and each will use its reasonable best efforts to ensure that none of its officers, directors, agents, representatives or affiliates) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Buyer and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of the Company's business, assets or capital stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any Person other than Buyer or its representatives concerning the Company's business or properties or afford to any Person other than Buyer or its representatives access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any binding or non-binding letter of intent, memorandum of understanding or other document or agreement relating to an Acquisition Transaction. In the event that the Company or a Seller is contacted by any third party expressing an interest in discussing an Acquisition Transaction, the Company or such Seller will promptly notify Buyer of such contact and the identity of the party so contacting the Company or such Seller.
Exclusivity; Acquisition Proposals. Unless and until this Agreement shall have been terminated by either party pursuant to Section 9.1 hereof, the Company shall not, directly or indirectly, through any officer, director, agent or otherwise, (a) solicit, initiate or encourage submission of proposals or offers from any person relating to (i) any acquisition or purchase of all or substantially all of the assets of, or any equity interest in, the Company or any merger, consolidation, business combination or similar transaction with the Company, or (ii) any other material transaction incompatible with the Merger (including, without limitation, a joint venture or other similar transaction), or (b) participate in any discussions or negotiations regarding, furnish to any other person any confidential information with respect to, or otherwise cooperate in any way with, or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing.
Exclusivity; Acquisition Proposals. Unless and until this Agreement shall have been terminated by either party pursuant to Section 9 hereof, Seller and its Affiliates shall not, directly or indirectly, through any officer, director, agent or otherwise, (i) solicit, initiate or encourage submission of proposals or offers from any person relating to (x) any acquisition or purchase of all or substantially all of the assets of, or any equity interest in, the Company or either Company Subsidiary, or any merger, consolidation, business combination or similar transaction with the Company or either Company Subsidiary, or (y) any other material transaction incompatible with the transactions contemplated by this Agreement (including, without limitation, a joint venture or other similar transaction), or (ii) participate in any discussions or negotiations regarding, furnish to any other person any confidential information with respect to, or otherwise cooperate in any way with, or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing.
Exclusivity; Acquisition Proposals. Unless and until this Agreement shall have been terminated by either party pursuant to Article VIII hereof, Systemax shall not take or cause, directly or indirectly, any of the following actions with any party other than Bidhit and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries or discussions with respect to any offer or proposal to acquire any of EZBid's business, assets, or the EZBid Shares whether by merger, consolidation, other business combination, purchase of assets, tender, or exchange offer or otherwise (each of the foregoing, an "ACQUISITION"), (ii) disclose any information not customarily disclosed to any person concerning its business or properties or afford to any non-acquiring person or entity access to its properties, books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, or (iii) enter into or execute any agreement relating to an Acquisition. Systemax shall provide Bidhit with written notice of the receipt of any offer or solicitation of an offer for or relating to any Acquisition upon receipt thereof by EZBid or either of the Shareholders. Notwithstanding the foregoing, after May 5, 2000 the provisions of this Section 3.1.4 shall not apply; provided, however, in any such event, Systemax shall provide Bidhit with prior written disclosure of the identity of any third party with whom it proposes to enter into discussions and reasonable detail on the terms and conditions thereof. Bidhit shall keep all information required to be disclosed to it by the foregoing sentence confidential.