No Solicitation of Other Bids. (a) Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 4 contracts
Sources: Stock Purchase Agreement (Unitil Corp), Limited Liability Company Purchase Agreement (HomeSmart Holdings, Inc.), Stock Purchase Agreement (NI Holdings, Inc.)
No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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 Seller shall immediately cease and cause to be terminated, terminated and shall cause its their Affiliates (including the CompanyCompany and any Subsidiary) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of membership interests in the Company; or (iii) the sale, lease, exchange exchange, or other disposition of any significant portion of any of the Company’s properties or assets.
Appears in 3 contracts
Sources: Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.)
No Solicitation of Other Bids. (a) Seller The Company and the Shareholder shall not, and shall not authorize or permit any of its their Affiliates (including the Company) or any of its or their 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. Seller The Company and the Shareholder shall immediately cease and cause to be terminated, and shall cause its their Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer 4Front or any of its Affiliates) concerning (ix) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (iiy) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iiiz) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 2 contracts
Sources: Merger Agreement (4Front Ventures Corp.), Merger Agreement
No Solicitation of Other Bids. (a) Seller shall not, and shall not authorize or permit any of its Affiliates (including the any Acquired Company) or any of its or their 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. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the any Acquired Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the any Acquired Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Membership Interests in any Acquired Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the any Acquired Company’s properties or assets, but shall not include debt financing that is disclosed in advance prior to incurrence to Buyer as contemplated in Section 1.3(d) of the Letter of Intent.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Viking Energy Group, Inc.), Membership Interest Purchase Agreement (Camber Energy, Inc.)
No Solicitation of Other Bids. (a) Seller shall not, and shall not authorize or permit any of its Affiliates (including the any Acquired Company) or any of its or their 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. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the any Acquired Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the any Acquired Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Membership Interests in any Acquired Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the any Acquired Company’s properties or assets.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Focus Impact BH3 NewCo, Inc.), Membership Interest Purchase Agreement (Camber Energy, Inc.)
No Solicitation of Other Bids. (a) Seller The Company and the Stockholders shall not, and shall not authorize or permit any of its their respective Affiliates (including the Company) or any of its or their Representatives toRepresentatives, directly or indirectly, to (i) encourage, solicit, initiate, facilitate 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. Seller The Company and the Stockholders shall immediately cease and cause to be terminated, and shall cause its their respective Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal proposal, or offer from any Person (other than Buyer the Parent or any of its Affiliates) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange exchange, or other business combination transaction involving the Company; (iiB) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iiiB) the sale, lease, exchange exchange, or other disposition of any significant portion of the Company’s properties or assets.
Appears in 2 contracts
Sources: Merger Agreement (Appliance Recycling Centers of America Inc /Mn), Merger Agreement (Appliance Recycling Centers of America Inc /Mn)
No Solicitation of Other Bids. (a) Seller Sellers shall not, and shall not authorize or permit any of its Affiliates (including the CompanyBrio) or any of its or their 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. Seller Sellers shall immediately cease and cause to be terminated, terminated and shall cause its Affiliates (including the CompanyBrio) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the CompanyBrio; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Companymembership interests in Brio; or (iii) the sale, lease, exchange or other disposition of any significant portion of the CompanyBrio’s properties or assets.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (1606 Corp.), Membership Interest Purchase Agreement (1606 Corp.)
No Solicitation of Other Bids. (a) Seller Transferors shall not, and shall not authorize or permit any of its their Affiliates (including the CompanyCompanies) or any of its or their 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. Seller Transferors shall immediately cease and cause to be terminated, and shall cause its their Affiliates (including the CompanyCompanies) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer ParentCo or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCompanies; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the CompanyCompanies; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s Companies’ properties or assets; or (iv) any other transaction which would prevent the Transaction.
Appears in 2 contracts
Sources: Business Combination Agreement (MedMen Enterprises, Inc.), Business Combination Agreement
No Solicitation of Other Bids. (a) No Seller shall notParty shall, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate 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. Each Seller Party shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 would reasonably be expected to lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal proposal, or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalizationshare exchange, share exchange or other business combination transaction involving the Companyany Seller; (ii) the issuance or acquisition of shares of capital stock ownership interests or other equity securities of the Companyany Seller; or (iii) the sale, lease, exchange exchange, or other disposition of any significant portion of the Company’s properties Purchased Assets or assetsthe Business.
Appears in 2 contracts
Sources: Asset Purchase Agreement (CompuCredit Holdings Corp), Asset Purchase Agreement (Advance America, Cash Advance Centers, Inc.)
No Solicitation of Other Bids. From the Execution Date until the Closing:
(a) Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller shall immediately cease and cause to be terminated, terminated and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the whether by sale, leasemerger or otherwise, exchange of all or other disposition of any significant portion of the Company’s properties Business or assetsthe Purchased Assets, including by sale of company interests in Seller, but shall not include any inquiry, proposal or offer from any Person .
Appears in 2 contracts
Sources: Asset Purchase Agreement (Lm Funding America, Inc.), Asset Purchase Agreement (Greenidge Generation Holdings Inc.)
No Solicitation of Other Bids. (a) Seller shall notNo Company shall, and no Company shall not authorize or permit any of its Affiliates (including the Company) or any of its or their respective Members and 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. Seller Each Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their respective Members and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Verano or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the any Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the any Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the any Company’s properties or assets.
Appears in 2 contracts
Sources: Merger Agreement (Verano Holdings Corp.), Merger Agreement (Verano Holdings Corp.)
No Solicitation of Other Bids. (a) Seller The Sellers shall not, and shall not authorize or permit any of its their Affiliates (including the Company) or any of its or their Representatives 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. Seller The Sellers shall immediately cease and cause to be terminated, and shall cause its their Affiliates (including the Company) and all of its and their Representatives 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean mean, after the Execution Date, any inquiry, proposal or offer from any Person (other than Buyer the Purchaser or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of membership interests in the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s 's properties or assets.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Ritchie Bros Auctioneers Inc)
No Solicitation of Other Bids. (a) Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives 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. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
Sources: Share Exchange Agreement (NightFood Holdings, Inc.)
No Solicitation of Other Bids. (a) Seller Parent and Vendor shall not, and shall not authorize or permit any of its their respective Affiliates (including the Company) or any of its or their respective Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition ProposalProposal (as defined below); (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. Seller Parent and Vendor shall immediately cease and cause to be terminated, and shall cause its their respective Affiliates (including the Company) and all of its and their respective 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean means any inquiry, proposal or offer from any Person (other than Buyer Purchaser or any of its Affiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the whether by sale, leasemerger or otherwise, exchange of all or other disposition of any significant portion of the Company’s properties Business or assetsthe Purchased Assets, other than the disposition or use of Inventory or Tangible Personal Property in the Ordinary Course.
Appears in 1 contract
Sources: Asset Purchase Agreement (Trans World Entertainment Corp)
No Solicitation of Other Bids. (a) Each Seller and the Company shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Each Seller and the Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCompany or COBRASource; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the CompanyCompany or COBRASource; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s or COBRASource’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) From the date hereof until the Closing, Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the whether by sale, leasemerger or otherwise, exchange of all or other disposition of any significant portion of the Company’s properties Business or assetsthe Purchased Assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller Sellers shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller Sellers shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s 's properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller shall not, and shall not authorize or permit any of its Affiliates (including the CompanyCompany Entities) or any of its or their 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. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the CompanyCompany Entities) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its AffiliatesBuyer) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the either Company; (iiB) the issuance or acquisition of shares of capital stock the Membership Interests or other equity securities of the Equity Interests in either Company; or (iiiC) the sale, lease, exchange or other disposition of any significant portion of the either Company’s properties or assets; in each case other than transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Century Casinos Inc /Co/)
No Solicitation of Other Bids. (a) Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
Sources: Stock Purchase Agreement (American International Holdings Corp.)
No Solicitation of Other Bids. (a) Seller Each Equityholder shall not, not and shall cause the Company not to authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s ’ properties or assets.
Appears in 1 contract
Sources: Stock Purchase Agreement (MedMen Enterprises, Inc.)
No Solicitation of Other Bids. (a) 5.15.1 During the Interim Period, Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean means any inquiry, proposal or offer from any Person (other than a Buyer Party or any of its Affiliates) concerning (i) a mergerrelating to the direct disposition, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the whether by sale, leasemerger or otherwise, exchange of all or other disposition of any significant portion of the Company’s properties Catawba Mill Business or assetsthe Purchased Assets, other than the sale of Inventory in the Ordinary Course of Business and excluding any sale of all or any part of RFPI, or any of its direct or indirect subsidiaries, whether by asset sale, stock sale, merger or otherwise, provided that such sale transaction would not prevent or materially hinder or delay the Closing hereunder.
Appears in 1 contract
Sources: Asset Purchase Agreement (Resolute Forest Products Inc.)
No Solicitation of Other Bids. (a) Seller Sellers shall not, and shall not authorize or permit any of its their Affiliates (including the Company) or any of its or their 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. Seller Sellers shall immediately cease and cause to be terminated, and shall cause its their Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of membership interests in the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, entertain, 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. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Buyers or any of its their Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share equity exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock any membership interests or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
Sources: Membership Interest and Asset Purchase Agreement (Endo International PLC)
No Solicitation of Other Bids. (a) Seller Sellers shall not, and shall not authorize or permit any of its Affiliates (including the CompanyCompanies) or any of its or their 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. Seller Sellers shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the CompanyCompanies) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the either Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the either Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the either Company’s properties or assets.
Appears in 1 contract
Sources: Stock Purchase Agreement (Sterling Construction Co Inc)
No Solicitation of Other Bids. (a) From the date hereof until the Closing, the Company and Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their respective Affiliates or 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 an Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company and Seller shall immediately cease and cause to be terminated, and shall cause its each of their respective Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the any Group Company; (iiB) the issuance or acquisition of shares of capital stock Shares or other equity securities Equity Interests of the any Group Company; or (iiiC) the sale, lease, exchange or other disposition of any significant portion of the any Group Company’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller The Company shall not, and shall not authorize or permit any of its Subsidiaries or Affiliates (including the Company) or any of its or their 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. Seller The Company shall immediately cease and cause to be terminated, and shall cause its Subsidiaries and Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCompany or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the CompanyCompany or any of its Subsidiaries; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s 's or any of its Subsidiaries’ properties or assets.
Appears in 1 contract
Sources: Merger Agreement (Item 9 Labs Corp.)
No Solicitation of Other Bids. (a) Seller The Company and each Transferor shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller The Company and each Transferor shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Acquiror or any of its Affiliates) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (iiB) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iiiC) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
Sources: Stock Acquisition Agreement (Madison Technologies Inc.)
No Solicitation of Other Bids. (a) Seller Sellers shall not, and shall not authorize or permit any of its Affiliates (including the CompanyNew Rise SAF) or any of its or their 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. Seller Sellers shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the CompanyNew Rise SAF) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the CompanyNew Rise SAF; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the CompanyMembership Interests in New Rise SAF; or (iii) the sale, lease, exchange or other disposition of any significant portion of the CompanyNew Rise SAF’s properties or assets.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Focus Impact BH3 NewCo, Inc.)
No Solicitation of Other Bids. (a) From the date hereof until the Closing, the Company and Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives respective Affiliates or Related Parties 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 an Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company and Seller shall immediately cease and cause to be terminated, and shall cause its each of their respective Affiliates (including the Company) and all of its and their Representatives Related Parties to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (iiB) the issuance or acquisition of shares of capital stock Units or other equity securities interests of the Company; or (iiiC) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Fat Brands, Inc)
No Solicitation of Other Bids. (a) Seller Selling Stockholder shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller Selling Stockholder shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller Sellers shall not, and shall not authorize or permit any of its their Affiliates (including the CompanyCompanies) 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. Seller Sellers shall immediately cease and cause to be terminated, and shall cause its their Affiliates (including the CompanyCompanies) and all of its and their respective 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the either Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the of, or membership interests in, either Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the either Company’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller Each Equityholder shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller Each Equityholder shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock membership interests or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller The Sellers shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate (including providing any non-public information) or continue inquiries regarding an Acquisition Sales Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Sales Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition a Sales Proposal. Seller The Sellers shall immediately cease and cause to be terminated, terminated and shall cause its Affiliates (including the Company) and all of its and 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 be expected to lead to, an Acquisition a Sales Proposal. For purposes hereof, “Acquisition Sales Proposal” shall mean any inquiry, proposal or offer from any Person (other than the Buyer or any of its Affiliates) concerning (i)) the sale, lease, exchange, license or other disposition of any of the Assets, or (ii) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assetsSellers.
Appears in 1 contract
Sources: Asset Purchase Agreement (Safe & Green Holdings Corp.)
No Solicitation of Other Bids. (a) Neither the Company nor any Seller shall notshall, and shall not authorize or permit any of its their respective Affiliates (including the Company) or any of its or their respective Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate 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. Seller Sellers and the Company shall immediately cease and cause to be terminated, and shall cause its their respective Affiliates (including the Company) and all of its and their respective 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange exchange, or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the CompanyCompany (including the Shares); or (iii) the sale, lease, exchange exchange, or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller Except as provided in Section 5.03(c), the Company shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate 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. Seller The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Parent or any of its Affiliates) concerning (ix) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (iiy) the issuance or acquisition of shares of capital stock or other equity securities of the CompanyCompany (other than the AgeX Loan Conversion); or (iiiz) the sale, lease, exchange exchange, exclusive licensing or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller For a period of six months from September 30, 2023. the Target shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller The Target shall immediately cease and cause to be terminated, terminated and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyTarget; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the CompanyTarget; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s Target’ properties or assets.
Appears in 1 contract
Sources: Merger Agreement (Fdctech, Inc.)
No Solicitation of Other Bids. (a) Seller shall not, and shall not authorize or permit any of its Affiliates (including the CompanyCompany Entities) or any of its or their 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. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the CompanyCompany Entities) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its AffiliatesBuyer) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the either Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.;
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller From and after the Effective Date, the Company shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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 Contracts or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities Equity Securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant material portion of the Company’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) The Company and each Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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 and each Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Purchaser or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of interests in the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assetsAssets.
Appears in 1 contract
Sources: Stock Purchase Agreement (Bridgeline Digital, Inc.)
No Solicitation of Other Bids. (a) Seller The Sellers shall not, and shall not authorize or permit any of its their Affiliates (including the Company) or any of its or their Representatives 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. Seller The Sellers shall immediately cease and cause to be terminated, and shall cause its their Affiliates (including the Company) and all of its and their Representatives 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer the Purchaser or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of interests in the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) a. Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller None of the Vendors shall not, and shall not authorize or permit any of its their Affiliates (including the CompanyCorporation) or any of its or their Representatives 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. Seller The Vendors shall immediately cease and cause to be terminated, and shall cause its their respective Affiliates (including the CompanyCorporation) and all of its and their Representatives 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer the Purchaser or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCorporation; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the CompanyCorporation; or (iii) the sale, lease, exchange or other disposition of any significant portion of the CompanyCorporation’s properties or assetsassets out of the ordinary course of its business.
Appears in 1 contract
Sources: Share Purchase Agreement
No Solicitation of Other Bids. (a) Seller shall not, and shall not authorize or permit any of its Affiliates (including the CompanyCompanies) or any of its or their 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. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the CompanyCompanies) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the either Company; (ii) the issuance or acquisition of shares of capital stock membership units or other equity securities of the either Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the either Company’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) Neither the Company nor any Seller shall, nor shall not, and shall not they authorize or permit any of its Affiliates (including the Company) Subsidiaries or any of its or their 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. Seller The Company and Sellers shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereofof this Section 6.14, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCompany or its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the CompanyCompany or its Subsidiaries; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s or its Subsidiaries properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller Sellers shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller Sellers shall immediately cease and cause to be terminated, and shall cause its their respective Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock membership interests or other equity securities of interests in the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Fat Brands, Inc)
No Solicitation of Other Bids. (a) Seller Parties shall not, and shall not authorize or permit any of its their Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) knowingly 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. Seller Parties shall immediately cease and cause to be terminated, and shall cause its their Affiliates (including the Company) and all of its and 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 Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Companya Company Party or Seller; (ii) the issuance or acquisition of shares of capital stock membership interest or other equity securities of the Companya Company Party or Seller; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s a Company Party's properties or assetsassets and for certainty shall not include the Cannabiotix Acquisition.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller Each Group Company and each Transferor shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller Each Group Company and each Transferor shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Acquiror or any of its Affiliates) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the any Group Company; (iiB) the issuance or acquisition of shares of capital stock or other equity securities of the any Group Company; or (iiiC) the sale, lease, exchange or other disposition of any significant portion of the any Group Company’s properties or assets.
Appears in 1 contract
Sources: Stock Acquisition Agreement (Charge Enterprises, Inc.)
No Solicitation of Other Bids. (a) Neither Seller shall, and neither Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller Sellers shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of membership interests in the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assetsassets (other than in respect of the Newco Business).
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller Sellers shall not, and shall not authorize or permit any of its their Affiliates (including the Company) or any of its their or their 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. Seller Sellers shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of membership interests in the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s 's properties or assets.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Wrap Technologies, Inc.)
No Solicitation of Other Bids. (a) Seller Sellers shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller Sellers shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
Sources: Stock and Warrant Purchase Agreement (Wavedancer, Inc.)
No Solicitation of Other Bids. (a) Seller Sellers shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller Sellers shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “"Acquisition Proposal” " shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of membership interests in the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s 's properties or assets.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Tattooed Chef, Inc.)
No Solicitation of Other Bids. (a) Seller Each Group Company and each Shareholder shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller Each Group Company and each Shareholder shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the any Group Company; (iiB) the issuance or acquisition of shares of capital stock or other equity securities of the any Group Company; or (iiiC) the sale, lease, exchange or other disposition of any significant portion of the any Group Company’s properties or assets.
Appears in 1 contract
Sources: Stock Purchase Agreement (Charge Enterprises, Inc.)
No Solicitation of Other Bids. (a) Each Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Each Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all any existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer the Buyers or any of its their Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock Capital Stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller shall not, and shall not authorize or permit any of its Affiliates (including the CompanyCompany or Sub) or any of its or their 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. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the CompanyCompany and Sub) and all of its and 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 lead to, to an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the CompanyCompany or Sub; (ii) the issuance or acquisition of shares of capital stock membership interests in Company or other equity securities of the CompanySub; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s or Sub’s properties or assets.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Innospec Inc.)
No Solicitation of Other Bids. (a) Each of Buyer, Seller and Company shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Each of Buyer, Seller and Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Companytransaction; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Companyinterest; or (iii) the sale, lease, exchange or other disposition of any significant portion of the CompanyParty’s properties or assets.
Appears in 1 contract
Sources: Securities Purchase Agreement (Voyager Oil & Gas, Inc.)
No Solicitation of Other Bids. (a) Seller shall not, and shall not authorize or permit any of its their Affiliates (including the Company) or any of its or their 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. Seller shall immediately cease and cause to be terminated, and shall cause its their Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s business, properties or assets.
Appears in 1 contract
Sources: Stock Purchase Agreement (Nuverra Environmental Solutions, Inc.)
No Solicitation of Other Bids. (a) Seller The Corporation shall not, and Vendors and the Corporation shall not authorize or permit any of its their respective Affiliates (including the Company) 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. Seller The Corporation shall immediately cease and cause to be terminated, and Vendors and the Corporation shall cause its their Affiliates (including the CompanyVendors) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons Person conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Purchaser or any of its Affiliates) concerning concerning: (i) a merger, consolidationamalgamation, arrangement, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCorporation; (ii) the issuance or acquisition of shares of capital stock in the capital, or other equity securities securities, of the CompanyCorporation; or (iii) the sale, lease, exchange or other disposition of any significant portion of the CompanyCorporation’s properties or assets.
Appears in 1 contract
Sources: Share Purchase Agreement (Inpixon)
No Solicitation of Other Bids. (a) Each Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Each Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller Sellers and the Company shall not, and shall not authorize or permit any of its their Affiliates (including the Company) or any of its or their 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. Seller Sellers and the Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s 's properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) No Seller shall notParty shall, and no Seller Party shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Each Seller Party shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Companyany Seller or Parent; (ii) the issuance or acquisition of shares of capital stock limited liability company membership interest of, or other equity securities of the Companyin, any Seller or Parent; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Companyany Seller’s or Parent’s properties or assets.
Appears in 1 contract
Sources: Asset Purchase Agreement (Target Hospitality Corp.)
No Solicitation of Other Bids. (a) Seller Parties shall not, and shall not authorize or permit any of its their Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) knowingly 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. Seller Parties shall immediately cease and cause to be terminated, and shall cause its their Affiliates (including the Company) and all of its and 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 Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Companya Company Party or Seller; (ii) the issuance or acquisition of shares of capital stock membership interest or other equity securities of the Companya Company Party or Seller; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Companya Company Party’s properties or assetsassets and for certainty shall not include the Cannabiotix Acquisition.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Green Thumb Industries Inc.)
No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize or permit any of its Affiliates (including the CompanyCompanies) or any of its or their 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 Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the CompanyCompanies) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than the Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving either of the CompanyCompanies; (ii) the issuance or acquisition of shares of capital stock or other equity securities membership interests in either of the CompanyCompanies; or (iii) the sale, lease, exchange or other disposition of any significant portion of either of the Company’s Companies’ properties or assets.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Green Plains Inc.)
No Solicitation of Other Bids. (a1) Seller The Transferors and the Company shall not, and shall not authorize or permit any of its their respective Affiliates (including the Company) 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. Seller The Transferors and the Company shall immediately cease and cause to be terminated, and shall cause its their Affiliates (including the Company) and all of its and their respective 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Ignite CAN or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets; or (iv) any other transaction which would prevent the Arrangement.
Appears in 1 contract
Sources: Business Combination Agreement
No Solicitation of Other Bids. (a) Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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 about the Company to, any Person concerning a possible Acquisition Proposal; or or
(iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, to an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller Each Stockholder and the Company shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives 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. Seller Stockholders shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller The Company and each Member shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller The Company and each Member shall immediately cease and cause to be terminated, terminated and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (iiB) the issuance or acquisition of shares of capital stock Units or other equity securities of the Company; or (iiiC) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
No Solicitation of Other Bids.
(a) Seller shall notNo Company shall, and no Company shall not authorize or permit any of its Affiliates (including the Company) or any of its or their respective Members and 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. Seller Each Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their respective Members and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Verano or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the any Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the any Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the any Company’s properties or assets.
Appears in 1 contract
Sources: Merger Agreement
No Solicitation of Other Bids. (a) Seller The Company and its Subsidiaries shall not, and shall not authorize or permit any of its their respective Affiliates (including the Company) or any of its or their Representatives 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. Seller The Company shall immediately cease and cause to be terminated, and shall cause its their respective Affiliates (including the Company) and all of its and their Representatives respective 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Purchaser or any of its Affiliates) concerning (i1) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; Company or any of its Subsidiaries, (ii2) the issuance or acquisition of shares of capital stock or other equity securities Equity Interests of the Company; Company or any of its Subsidiaries, or (iii3) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assetsassets of the Company and its Subsidiaries, take as a whole.
Appears in 1 contract
No Solicitation of Other Bids. (a) Seller The Sellers shall not, and shall not authorize or permit any of its their Affiliates (including the Company) or any of its or their 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. Seller The Sellers shall immediately cease and cause to be terminated, terminated and shall cause its their Affiliates (including the CompanyCompany and any Subsidiary) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of membership interests in the Company; or (iii) the sale, lease, exchange exchange, or other disposition of any significant portion of any of the Company’s properties or assets.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Hightimes Holding Corp.)
No Solicitation of Other Bids. (a) Seller shall notNeither the Company nor Equity Sponsor shall, and shall not authorize or permit any of its their respective Affiliates (including the Company) or any of its or their Representatives 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. Seller The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives respective representatives to immediately cease and cause to be terminated, all existing discussions or negotiations negotiations, if any, with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Purchaser or any of its Affiliates) concerning (i1) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; Company or any of its Subsidiaries, (ii2) the issuance or acquisition of shares of capital stock or other equity securities of the Company; Company or any of its Subsidiaries to a Person other than an existing Stockholder or any of its Affiliates, or (iii3) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assetsassets of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Universal Forest Products Inc)
No Solicitation of Other Bids. (a) Seller The Company and the Shareholders shall not, and shall not authorize or permit any of its their respective Affiliates (including the Company) or any of its or their Representatives toRepresentatives, directly or indirectly, to (i) encourage, solicit, initiate, facilitate 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. Seller The Company and the Shareholders shall immediately cease and cause to be terminated, and shall cause its their respective Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal proposal, or offer from any Person (other than Buyer the Parent or any of its Affiliates) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange exchange, or other business combination transaction involving the Company; (iiB) the issuance or acquisition of shares of the capital stock or other equity securities of the Company; or (iiiB) the sale, lease, exchange exchange, or other disposition of any significant portion of the Company’s properties or assetsassets (other than sales of inventory in the ordinary course of business consistent with past practice).
Appears in 1 contract
Sources: Merger Agreement (nFusz, Inc.)
No Solicitation of Other Bids. (a) Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives 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. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Purchaser or any of its Affiliates) concerning (ix) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (iiy) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iiiz) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (StarTek, Inc.)
No Solicitation of Other Bids. (a) Seller Each of Holdings and each Company shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their 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. Seller Holdings and each Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Companyany Holdings Entity; (ii) the issuance or acquisition of membership interests, shares of capital stock or other equity securities of the Companyany Holdings Entity; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Companyany Holdings Entity’s properties or assets.
Appears in 1 contract
Sources: Merger Agreement (Vireo Growth Inc.)
No Solicitation of Other Bids. (a) Neither Seller nor the Stockholders shall, nor shall not, and shall not any such Person authorize or permit any of its their respective Affiliates (including the Company) or any of its or their 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. Seller and the Stockholders shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the whether by sale, leasemerger or otherwise, exchange of all or other disposition of any significant portion of the Company’s properties Business, the Purchased Assets or assetsSeller.
Appears in 1 contract
No Solicitation of Other Bids. (a) The Company and each Seller shall not, and shall not authorize or permit any of its their Affiliates (including the Company) or any of its or their 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 and each Seller shall immediately cease and cause to be terminated, and shall cause its their Affiliates (including the Company) and all of its and 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 lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.
Appears in 1 contract