No Solicitation of Other Bids Clause Samples

No Solicitation of Other Bids. (a) None of the Company, Sellers, the Indemnifying Members nor any of their respective Affiliates shall, and each shall not authorize or permit any of their Affiliates or any of its or their respective Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company shall immediately cease and cause to be terminated, and shall cause their Affiliates and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could reasonably lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Purchaser or any of its Affiliates) concerning (x) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company, any of its Affiliates, or any of the assets or property thereof; (y) the issuance or acquisition of the Membership Units, or other Equity interest or security of the Company any of its Affiliates; or (z) the sale, lease, exchange or other disposition of the properties or assets of the Company or its Affiliates, except in the Ordinary Course of Business. (b) In addition to the other obligations under this Section 6.7, the Company shall promptly (and in any event within one (1) Business Day after receipt thereof by the Company or its Representatives) advise Purchaser orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which would reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry. (c) The Company agrees that the rights and remedies for noncompliance with this Section 6.7 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Purchaser and that money damages would not provide an adequate remedy to Purchase...