Common use of NON-SOLICITATION OF ALTERNATIVE PROPOSALS Clause in Contracts

NON-SOLICITATION OF ALTERNATIVE PROPOSALS. 8.8.1. Co-Steel will immediately cease and cause to be terminated any existing solicitation, encouragement, activity, discussion or negotiation with any person by Co-Steel, any of its Subsidiaries or any of their Representatives with respect to any Alternative Proposal, whether or not initiated by Co-Steel, and, in connection therewith, Co-Steel will request (and exercise all rights it has to require) the return or destruction of information regarding Co-Steel and its Subsidiaries previously provided to any such person or any other person and will request (and exercise all rights it has to require) the destruction of all materials including or incorporating any information regarding Co-Steel and its Subsidiaries. 8.8.2. Subject to sections 8.8.3, 8.8.5, 8.8.6 and 8.9, Co-Steel will not do any of the following or permit any of its Subsidiaries or any of their Representatives to do any of the following: 8.8.2.1. solicit, initiate or encourage any inquiry or the making of any proposal to it or its shareholders from any person which constitutes, or may reasonably be expected to lead to (in either case in one transaction or a series of transactions), an Alternative Proposal; 8.8.2.2. enter into or participate in or continue any discussions or negotiations regarding, agree to or endorse or recommend, or enter into or propose to enter into any agreement, arrangement or understanding in relation to, an Alternative Proposal; or 8.8.2.3. furnish to any person any information with respect to the business, properties, operations, prospects or condition (financial or otherwise) of Co-Steel or any of its Subsidiaries in circumstances under which it knows, or it ought reasonably to know, that such information will be used by the recipient in connection with, or in order to make or evaluate making, an Alternative Proposal. 8.8.3. Subject to section 8.8.5, at any time after the date of this agreement and before the Meeting, the directors of Co-Steel may consider, participate in discussions or negotiations with, or provide information to, any person who has delivered to Co-Steel a bona fide written Alternative Proposal (with respect to which Co-Steel is not in violation of section 8.

NON-SOLICITATION OF ALTERNATIVE PROPOSALS. 8.8.16.8.1. Co-Steel Corel will immediately cease and cause to be terminated any existing solicitation, encouragement, activity, discussion or negotiation with any person by Co-SteelCorel, any of its Subsidiaries or any of their Representatives with respect to any Alternative Proposal, whether or not initiated by Co-SteelCorel, and, in connection therewith, Co-Steel Corel will request (and exercise all rights it has to require) the return or destruction of information regarding Co-Steel Corel and its Subsidiaries previously provided to any such person or any other person and will request (and exercise all rights it has to require) the destruction of all materials including or incorporating any information regarding Co-Steel Corel and its Subsidiaries. 8.8.26.8.2. Subject to sections 8.8.36.8.3, 8.8.56.8.5, 8.8.6 6.8.6 and 8.96.9, Co-Steel Corel will not do any of the following or permit any of its Subsidiaries or any of their Representatives to do any of the following: 8.8.2.16.8.2.1. solicit, initiate or encourage any inquiry or the making of any proposal to it or its shareholders from any person which constitutes, or may reasonably be expected to lead to (in either case in one transaction or a series of transactions), an Alternative Proposal; 8.8.2.26.8.2.2. enter into or participate in or continue any discussions or negotiations regarding, agree to or endorse or recommend, or enter into or propose to enter into any agreement, arrangement or understanding in relation to, an Alternative Proposal; or 8.8.2.36.8.2.3. furnish to any person any information with respect to the business, properties, operations, prospects or condition (financial or otherwise) of Co-Steel Corel or any of its Subsidiaries in circumstances under which it knows, or it ought reasonably to know, that such information will be used by the recipient in connection with, or in order to make or evaluate making, an Alternative Proposal. 8.8.36.8.3. Subject to section 8.8.56.8.5, at any time after the date of this agreement Agreement and before the Meeting, the directors of Co-Steel Corel may consider, participate in discussions or negotiations with, or provide information to, any person who has delivered to Co-Steel Corel a bona fide written Alternative Proposal (with respect to which Co-Steel Corel is not in violation of section 86.8.2) provided that the board of directors of Corel, after analysis by, and consultation with, its financial and legal advisors, has determined that it is necessary for the directors to take that action in order to discharge properly their fiduciary duties and that the Alternative Proposal is or, if consummated in accordance with its terms, would reasonably be expected to be a Superior Proposal. 6.8.4. Corel will not release any person from any confidentiality agreement or standstill agreement by which that person is bound unless that person has made a Superior Proposal. 6.8.5. Corel will notify Vector as soon as possible (and in any event within 24 hours of receipt) of any written Alternative Proposal of which its senior management or board of directors becomes aware, or any request for non-public information relating to it or any of its Subsidiaries in connection with an Alternative Proposal or for access to the properties, books or records of it or any of its Subsidiaries by any person that informs it or any of its Subsidiaries or any of its Representatives that such person is considering making, or has made, an Alternative Proposal. That notice must include a description of the material terms and conditions of any proposal, including the identity of the person making such proposal, inquiry or contact. 6.8.6. If Corel receives a request for material non-public information from a person who proposes a bona fide written Alternative Proposal, and its directors determine that the Alternative Proposal is or, if consummated in accordance with its terms, would reasonably be expected to be a Superior Proposal, then, and only in that case, but subject to the execution of a confidentiality agreement containing terms no less onerous to that person than those contained in the Non-Disclosure Agreement, the directors of Corel may provide that person with access to information regarding Corel, provided that Corel sends a copy of any such confidentiality agreement to Vector immediately on its execution and Vector is provided with a list of the information provided to that person and immediately provided with access to similar information to which that person was provided. 6.8.7. Corel will promptly reaffirm its recommendation of the Transaction by press release after: (1) any Alternative Proposal (which is subsequently determined by Corel not to be a Superior Proposal) is publicly announced or made or (2) Vector and Corel enter into an amendment to this Agreement pursuant to section 6.9.1.6; any such press release will be prepared in accordance with section 3.1. 6.8.8. Corel will be responsible for the breach of this section 6.8 by any of its Subsidiaries or Representatives.

NON-SOLICITATION OF ALTERNATIVE PROPOSALS. 8.8.16.8.1. Co-Steel Corel will immediately cease and cause to be terminated any existing solicitation, encouragement, activity, discussion or negotiation with any person by Co-SteelCorel, any of its Subsidiaries or any of their Representatives with respect to any Alternative Proposal, whether or not initiated by Co-SteelCorel, and, in connection therewith, Co-Steel Corel will request (and exercise all rights it has to require) the return or destruction of information regarding Co-Steel Corel and its Subsidiaries previously provided to any such person or any other person and will request (and exercise all rights it has to require) the destruction of all materials including or incorporating any information regarding Co-Steel Corel and its Subsidiaries. 8.8.26.8.2. Subject to sections 8.8.36.8.3, 8.8.56.8.5, 8.8.6 6.8.6 and 8.96.9, Co-Steel Corel will not do any of the following or permit any of its Subsidiaries or any of their Representatives to do any of the following: 8.8.2.16.8.2.1. solicit, initiate or encourage any inquiry or the making of any proposal to it or its shareholders from any person which constitutes, or may reasonably be expected to lead to (in either case in one transaction or a series of transactions), an Alternative Proposal; 8.8.2.26.8.2.2. enter into or participate in or continue any discussions or negotiations regarding, agree to or endorse or recommend, or enter into or propose to enter into any agreement, arrangement or understanding in relation to, an Alternative Proposal; or 8.8.2.36.8.2.3. furnish to any person any information with respect to the business, properties, operations, prospects or condition (financial or otherwise) of Co-Steel Corel or any of its Subsidiaries in circumstances under which it knows, or it ought reasonably to know, that such information will be used by the recipient in connection with, or in order to make or evaluate making, an Alternative Proposal. 8.8.36.8.3. Subject to section 8.8.56.8.5, at any time after the date of this agreement Agreement and before the Meeting, the directors of Co-Steel Corel may consider, participate in discussions or negotiations with, or provide information to, any person who has delivered to Co-Steel Corel a bona fide written Alternative Proposal (with respect to which Co-Steel Corel is not in violation of section 86.