Common use of Competing Proposals Clause in Contracts

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. 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 Seller 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 any of the Harley Subsidiaries 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 Seller 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 Seller shall immediately notify Purchaser orally of, and confirm in writing, all relevant details relating to any takeover proposal which Sellers Seller or the Company may receive. Sellers Seller will use their its 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 its obligations under this Agreement.

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 Section 5.3, "takeover proposal" shall mean any proposal for an acquisition, merger or other business combination involving the Company or any of the Harley Subsidiaries 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.