Common use of Other Acquisition Proposals Clause in Contracts

Other Acquisition Proposals. Neither Sellers nor MMI nor any of MMI's officers, directors, employees, representatives or agents, shall (a) directly or indirectly take (nor shall MMI permit any of its respective officers, directors, employees, investment bankers, attorneys, accountants or other agents or affiliates to take) any action to encourage, solicit, initiate or otherwise facilitate the submission by a third party of, or negotiate or enter into any agreement with a third party with respect to, a proposal to acquire, directly or indirectly, any of the capital stock of MMI, whether by stock purchase, merger, sale of shares of capital stock by license agreement or otherwise or sale of any material portion of its assets (except sales of loans in the ordinary course of business) (any such submission, negotiations or agreement called an "Acquisition Proposal"), and Sellers or MMI, as applicable, shall immediately terminate any current negotiations and contacts, or (b) disclose directly or indirectly to any person preparing to make an Acquisition Proposal any confidential information regarding MMI, or (c) enter into any understanding, agreement or commitment with any third party providing for a business combination, equity investment, or sale or license of any significant assets of MMI. Upon receipt of any such Acquisition Proposal by any third party, Sellers shall promptly advise Purchaser of the proposal and provide it copies of all materials pertaining thereto. If the parties have not consummated the Closing prior to August 15, 1998 for any reason other than due to the failure to obtain Required Regulatory Approvals then, subject to the obligation to negotiate in good faith set forth in Section 6.4 above, the provisions of this Section 6.5 shall be void with respect to any Acquisition Proposal first received after such date.

Appears in 2 contracts

Sources: Purchase and Sale Agreement (Prism Financial Corp), Purchase and Sale Agreement (Prism Financial Corp)