Competing Proposals Clause Samples
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Competing Proposals. (a) Except as otherwise provided in this Agreement, from the date of this Agreement until the Closing or, if earlier, the termination of this Agreement in accordance with its terms, Seller shall not, and Seller shall cause its Representatives not to, directly or indirectly, (i) solicit, discuss, knowingly encourage or facilitate, negotiate or accept any proposals, offers or inquiries from, or enter into any agreement, including any non-disclosure agreement, with, any Person other than Buyer (or its Affiliates) relating to or in connection with, or that could reasonably be expected to lead to, any Competing Proposal or (ii) have any discussions or negotiations with or provide any confidential information or data to any Person relating to a Competing Proposal, or engage in any negotiations concerning a Competing Proposal, or otherwise cooperate with or assist or participate in, or facilitate such inquiries, proposals, discussions or negotiations or any effort or attempt to make or effectuate a Competing Proposal; provided, that, notwithstanding the foregoing, the Seller shall be permitted to grant a waiver of or terminate any “standstill” or similar obligation of any Third Party with respect to the Seller or any of its Subsidiaries to allow such Third Party to submit a Competing Proposal. In furtherance of the foregoing, Seller will not disclose, or cause to be disclosed, any non-public information relating to Seller or the Devices & Services Business or afford access to the properties, books, records or representatives of Seller or the Devices & Services Business, to any Person (other than Buyer and its Representatives) concerning or in connection with a Competing Proposal.
(b) Notwithstanding anything to the contrary in this Agreement, at any time prior to the date that the Requisite Shareholder Approval is obtained at the Extraordinary General Meeting, but not after, in the event that the Seller receives a bona fide unsolicited Competing Proposal from any Person, (i) the Seller and its Representatives may contact such Person solely to clarify the terms and conditions thereof and (ii) the Seller and its board of directors and its Representatives may engage in negotiations or substantive discussions with, and furnish any information and other access to, any Person making such Competing Proposal and its Representatives or potential sources of financing if the Seller’s board of directors determines in good faith (after consultation with its outside legal and ...
Competing Proposals. (a) Neither the Company nor any Member shall directly or indirectly, initiate, solicit, encourage or participate in any discussions or negotiations with, or provide any nonpublic information to, any person or entity concerning any potential offer (other than as described herein) to acquire the Company, the Business or any assets thereof or interests therein, or any other transaction or arrangement that would interfere with the transactions contemplated hereby (a "COMPETING PROPOSAL").
(b) The Company and the Members shall promptly communicate to Buyer the existence or occurrence and terms of any Competing Proposal or contact related thereto which the Members or the Company or any of its employees, directors, or agents may receive in respect of any such proposed transaction and the identity of the person, entity or group from whom such proposal or contact was received.
(c) The Company and the Members shall not transfer or hypothecate the Business or any assets thereof or interests therein except to Buyer, or enter into any agreement with any person other than Buyer in connection with any of the foregoing.
Competing Proposals. (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on the day that is thirty (30) days following the date of this Agreement (the “Solicitation Period End Date”), the Company and its Subsidiaries and their respective Representatives shall have the right (acting under the direction of the Company Board or any committee thereof, including the Special Committee) to, directly or indirectly, (i) solicit, initiate, facilitate and encourage any Competing Proposals, including by way of providing access to non-public information pursuant to (but only pursuant to) one or more confidentiality agreements having terms and provisions that are substantially similar to those contained in the Confidentiality Agreement, provided, that, for avoidance of doubt, such confidentiality agreement need not include any standstill restriction (each, an “Acceptable Confidentiality Agreement”); provided, however, that, subject to the last sentence of this Section 4.02(a), any material non-public information concerning the Company or its Subsidiaries provided to any Third Party and not previously provided or made available to H&H Group shall be provided to H&H Group or Sub as promptly as reasonably practicable after it is provided to such Third Party (which requirement may be satisfied by posting such information to the Electronic Data Room); and (ii) enter into, continue or otherwise participate in any discussions or negotiations with respect to any Competing Proposal or otherwise cooperate with or assist or participate in or facilitate any such discussions or negotiations or any effort or attempt to make any Competing Proposal. Notwithstanding the foregoing, the Company shall not be required to provide any commercially sensitive non-public information to any competitor in connection with the actions contemplated by this Section 4.02, except in a manner consistent with the Company’s past practice in dealing with the disclosure of such information in the context of considering Competing Proposals prior to the date of this Agreement.
(b) Except as expressly permitted by this Section 4.02(b) or Section 4.02(c), from and after the Solicitation Period End Date, neither the Company nor any of its Subsidiaries shall, and the Company shall use its reasonable best efforts to cause each of its Representatives to (i) cease and cause to be terminated any existing sol...
Competing Proposals. Seller shall promptly notify Purchaser of any expression of interest or offers received by Seller from any person relating to the purchase or acquisition of any of its stock or assets.
Competing Proposals. From and after the date hereof until the earlier of the termination of this Agreement and the Effective Date, the Debtors shall immediately (i) cease and cause to be terminated any ongoing solicitation, discussions and negotiations with respect to an Alternative Transaction and (ii) not solicit any inquiries or proposals, or enter into any discussions, negotiations, understandings, arrangements or agreements, relating to an Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement, if the Company receives a proposal (including, for the avoidance of doubt, proposals made by the parties (other than the Company) to the Original Commitment Agreement) not solicited by the Company or any of its affiliates in violation of this Section 5(m) and the board of directors of the Company acting in good faith, reasonably believes, after consulting with legal counsel, that the following actions are necessary either to comply with its fiduciary duties under applicable Law, then the Company may, in response to such proposal: (i) furnish information concerning the business to the party making such proposal (and to such party’s representatives); (ii) participate in discussions and negotiations with such party (and with such party’s representatives) regarding such proposal or enter into understandings, arrangements or agreements with respect to such proposal, and (iii) take any other actions necessary to satisfy such duties; provided, that (A) the Company may only provide to the party making such proposal (and to such party’s advisors and representatives) access to no more information regarding the business than that made available to the Backstop Purchasers or their advisors and representatives, it being understood that the Company may provide to such party and its advisors and representative access to more information regarding the business than that made available to the Backstop Purchasers or their advisors and representatives so long as the Company provides such information to the Backstop Purchasers or their advisors and representatives within 24 hours of providing such information to such party, (B) the Company may only engage in discussions with the party making such proposal (and to such party’s representatives) subject to the requirement that the Company shall have first received an executed confidentiality agreement that is no more favorable to such party than the confidentiality agreement to which the Backstop Purchasers were sub...
Competing Proposals. 40 4.14. Bonus Plan.......................................................41 4.15. Best Efforts.....................................................41 4.16. Further Assurances...............................................41 4.17.
Competing Proposals. Since January 1, 2014, none of the Company, its subsidiaries or its Representatives has engaged in any negotiations with any Third Party or Representatives of any Third Party with respect to or in connection with any potential Competing Proposal, and, since January 1, 2014 through the date hereof, the Company and its subsidiaries have not been party to any confidentiality agreement, standstill agreement or other arrangement in connection with any Competing Proposal, except as set forth in Schedule 3.28 of the Company Disclosure Schedules.
Competing Proposals. In the event that the Company receives a Competing Proposal or any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, a Competing Proposal, each Shareholder shall, if requested to do so by the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee (provided that the Company is permitted pursuant to Section 6.5 of the Merger Agreement to engage in discussions with the Third Party submitting such Competing Proposal, inquiry, expression of interest, proposal or offer), explore in good faith the possibility of such Shareholder supporting such Competing Proposal, including the possibility of such Shareholder entering into a voting agreement with respect to such Competing Proposal, entering into an agreement with respect to the rollover or reinvestment of any shares of Company Common Stock owned by such Shareholder (including the post-closing governance terms with respect thereto) or selling such shares of Company Common Stock in such Competing Proposal, it being understood that such Shareholder’s decision as to whether to support such Competing Proposal or enter into any agreements with any Person or group of Persons with respect to such Competing Proposal shall be within such Shareholder’s sole discretion which it may exercise irrespective of the recommendation of the Company Board or the Special Committee; provided that such Shareholder shall not enter into any agreements relating to a Competing Proposal unless the Company Board (acting on the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with its outside legal counsel and outside financial advisors) that such Competing Proposal either constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal.
Competing Proposals. In consideration of the time and money that Purchaser has spent and will spend in connection with the preparation of this Agreement and other agreements required to complete the transactions contemplated herein and in performing its due diligence with respect thereto, each of the Sellers and the Company agrees that until the earlier of the Closing Date or March 31, 1997, each will not initiate, and will not permit the Company to initiate, directly or indirectly, contact with any person or entity in an effort to solicit any takeover proposal, nor will any of them authorize any officer, director or employee of the Company, or any investment banker, attorney, accountant or any representative, to directly or indirectly initiate any such contact. As used in this SECTION 5.3, "takeover proposal" shall mean any proposal for an acquisition, merger or other business combination involving the Company or for the acquisition of a substantial equity interest therein or a substantial portion of any of their assets, other than the transaction contemplated by this Agreement. Further, prior to the earlier of the Closing Date or March 31, 1997, the Sellers will not, and will not permit the Company to, directly or indirectly, cooperate or negotiate with, or furnish or cause to be furnished any non-public information concerning the Business, properties or assets to, any person or entity in connection with any takeover proposal. Sellers shall immediately notify Purchaser orally of, and confirm in writing, all relevant details relating to any takeover proposal which Sellers or the Company may receive. Sellers will use their best efforts to consummate the transactions contemplated in this Agreement on the Closing Date, and will, at or prior to Closing, take all necessary action to perform their obligations under this Agreement.
Competing Proposals. (a) Brite shall not, directly or indirectly, initiate, solicit, encourage or participate in any discussions or negotiations with, or provide any nonpublic information to, any person or entity concerning any potential offer (other than as described herein) to acquire the Business or any assets thereof or interests therein, or any other transaction or arrangement that would interfere with the transactions contemplated hereby (a "COMPETING PROPOSAL");
(b) Brite shall promptly communicate to Buyer the existence or occurrence and terms of any Competing Proposal or contact related thereto which Brite or any of its employees, directors, or agents may receive in respect of any such proposed transaction and the identity of the person, entity or group from whom such proposal or contact was received; and
(c) Brite shall not transfer or hypothecate the Business or any assets thereof or interests therein except to Buyer, or enter into any agreement with any person other than Buyer in connection with any of the foregoing.