Solicitation of Acquisition Proposals Sample Clauses

The Solicitation of Acquisition Proposals clause defines the rules and limitations regarding a party's ability to seek or entertain offers from third parties for the acquisition of the company or its assets. Typically, this clause outlines whether the seller is permitted to actively solicit, negotiate, or accept competing acquisition proposals during a specified period, often restricting such activities to protect the interests of the initial buyer. By establishing clear boundaries on solicitation, the clause helps prevent bidding wars or disruptions to the transaction process, ensuring stability and commitment between the parties during negotiations.
Solicitation of Acquisition Proposals. Under the Merger Agreement, Instron is prohibited from authorizing or permitting any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it, to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes a proposed or actual (A) merger, consolidation or similar transaction involving Instron, (B) sale, lease or other disposition, directly or indirectly, of any assets of Instron or its subsidiaries representing 15% or more of the consolidated assets of Instron and its subsidiaries, (C) issue, sale or other disposition by Instron of securities representing 15% or more of the votes associated with the outstanding securities of Instron, (D) tender offer or exchange offer in which any person or group shall acquire beneficial ownership, or the right to acquire beneficial ownership, of 15% or more of the outstanding shares of Instron Common Stock, or (E) recapitalization, restructuring, liquidation, dissolution, or other similar type of transaction with respect to Instron (an "Acquisition Proposal"), or (ii) participate in any discussions or negotiations regarding an Acquisition Proposal; provided, however, that at any time prior to the approval of the Merger Agreement by the Instron stockholders, if Instron receives an Acquisition Proposal that was unsolicited or that did not otherwise result from a breach of the foregoing restrictions, Instron may furnish non-public information to and participate in negotiations with the third party making the Acquisition Proposal if (X) the Instron Board determines based on the advice of independent legal counsel that failure to do so would be reasonably likely to constitute a breach of its fiduciary duties to the Instron stockholders under applicable law, and (Y) the Instron Board determines that such Acquisition Proposal is reasonably likely to lead to an Acquisition Proposal that the Instron Board determines, on the advice of its financial advisor, is more favorable to the Instron stockholders from a financial point of view than the Transactions (a "Superior Proposal"). Notwithstanding the foregoing, Instron shall, prior to furnishing any non-public information with respect to Instron and its subsidiaries to such third party, enter into a confidentiality agreement with such third p...
View SourceView Similar (4)
Solicitation of Acquisition Proposals. (a) Notwithstanding any other provision of this Agreement to the contrary, during the period beginning on the date of this Agreement and continuing until 11:59 pm (Eastern time) on the date that is twenty (20) calendar days from the date hereof (such date, the “No-Shop Start Date”), the Company and its Representatives may directly or indirectly: (i) initiate, solicit or encourage the submission of Acquisition Proposals from one or more persons, including by way of providing access to non-public information pursuant to the prior execution of a confidentiality agreement not materially less restrictive of the other party than the confidentiality restrictions that the Parent is subject to with respect to the information provided by the Company; provided, that the Company shall simultaneously provide to Parent any non-public information concerning the Company that is provided to any such person or its Representatives which was not previously provided to Parent; and (ii) participate in discussions or negotiations regarding, and take any other action to facilitate any inquiries or the making of, any proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. (b) Subject to the provisions of this Section 4.13, following the No-Shop Start Date, the Company shall immediately cease or cause to be terminated any activities that would otherwise be a violation of the restrictions set forth in this subsection (b) conducted theretofore by the Company or its Representatives with respect to any Acquisition Proposal; provided, however that notwithstanding such restrictions the Company may continue discussions or negotiations with any person pursuant to and in accordance with this Section 4.13 that has made an Acquisition Proposal on or prior to the No-Shop Start Date if the Company’s Board of Directors determines in good faith (after consultation with outside counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal. Except as set forth in this Section 4.13, the Company agrees that none of the Company, any Company Subsidiary or any of the officers and directors of the Company or the Company Subsidiaries shall, and that it shall cause its and the Company Subsidiaries’ employees, agents and representatives (including any investment bankers, attorneys or accountants retained by it or any Company Subsidiary) not to, directly or indirectly, (1) initiate, solicit or take any ac...
View SourceView Similar (3)
Solicitation of Acquisition Proposals. From the date hereof to the earlier of the Closing or the termination of this Agreement in accordance with its terms, Sellers shall not, and shall cause their respective Affiliates and representatives not to, directly or indirectly, (a) initiate, solicit or knowingly encourage or facilitate the making or submission of any Acquisition Proposal, (b) participate in any discussions or negotiations with any Person regarding an Acquisition Proposal (it being understood that informing a Person of the existence of this Agreement after any such Person contacts Sellers regarding an Acquisition Proposal and the restrictions set forth in this Section 6.12 shall not be a breach of this Section 6.12) or (c) furnish any information to any other Person that Sellers reasonably believe could be used for purposes of an Acquisition Proposal or (d) agree to ​ ​ or otherwise enter into, any Acquisition Proposal. Sellers hereby confirm that they have discontinued, and have previously directed their respective Affiliates and representatives to discontinue, any solicitation efforts or negotiations with respect to or in furtherance of any Acquisition Proposal. Sellers shall promptly (and in any event within twenty-four (24) hours after receipt thereof by Sellers, any of their respective Affiliates or representatives) advise Buyer of the receipt of any Acquisition Proposal.
View SourceView Similar (2)
Solicitation of Acquisition Proposals. NKK, NAC, NUF or the designee thereof, as the case may be, will not authorize any investment banker or other representative of NKK, to solicit, initiate or encourage the submission of any Acquisition Proposal.
View SourceView Similar (2)
Solicitation of Acquisition Proposals. (1) CLFC will immediately close all data rooms (other than data rooms established in connection with the disposition of CLFC's Puerto Rican and Bahamian operations), cease and cause to be terminated any existing solicitation, encouragement, activity, discussion or negotiation with any person by CLFC, any of its Subsidiaries or any of its or its Subsidiaries' Representatives with respect to any Acquisition Proposal, whether or not initiated by CLFC, and, in connection therewith, CLFC will request (and preserve all rights it has to require) the return or destruction of information regarding CLFC and its Subsidiaries previously provided to any such person or any other person and will request (and preserve all rights it has to require) the destruction of all materials including or incorporating any information regarding CLFC and its Subsidiaries. (2) Subject to section 6.8, CLFC will not do any of the following or permit any of its Subsidiaries or any of its or its Subsidiaries' Representatives to do any of the following: (a) solicit, initiate, invite, assist, facilitate, promote, encourage or entertain 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 Acquisition Proposal; (b) 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 Acquisition Proposal; or (c) furnish to any person any information with respect to the business, properties, operations, prospects or condition (financial or otherwise) of CLFC 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 Acquisition Proposal.
View Source
Solicitation of Acquisition Proposals. (a) [RESERVED]
View Source
Solicitation of Acquisition Proposals. Notwithstanding anything in this Agreement to the contrary, any officer or director of the Company may, in accordance with such officer's or director's fiduciary duty to stockholders of the Company under applicable law, solicit, respond to inquiries from, negotiate with, enter into confidentiality agreements with, and/or grant access to nonpublic information regarding the Company or any of its Subsidiaries to any Third Party (as defined in Section 7.1) in connection with the creation of an Acquisition Proposal.
View Source
Solicitation of Acquisition Proposals 
View SourceView Similar (7)

Related to Solicitation of Acquisition Proposals

  • Acquisition Proposals (a) From and after the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement, the Stockholder shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement. (b) Until the Expiration Time, the Stockholder (solely in its capacity as a stockholder of the Company) shall notify Parent promptly and, in any event, within 24 hours following any discussion or negotiations with any person in connection with the last sentence of Section 4.1(a). Such notice must include (A) the identity of the Person or Group making such proposal and (B) a summary of the discussions or negotiations, including the material terms and conditions of any proposal (including with respect to the Stockholder’s potential ownership stake in the Company (or a successor entity) following such transaction) and, if in writing, a copy thereof. Thereafter, the Stockholder must keep Parent reasonably informed, on a prompt basis (and in any event within 24 hours), of the status of any such discussions or negotiations, including by providing a summary of economic terms thereof (including with respect to the Stockholder’s potential ownership stake in the Company (or a successor entity) following such transaction) and copies of all written materials sent to or from the Stockholder or any of its Representatives relating thereto. Notwithstanding the foregoing, the Stockholder shall not be required to notify Parent of any discussions or negotiations to the extent the Company has notified Parent thereof.

  • Superior Proposals Notwithstanding anything to the contrary set forth in this Section 5.1, from the date hereof until the Company’s receipt of the Company Shareholder Approval, the Company and the Company Board (or a committee thereof) may, directly or indirectly, or through one or more of their Representatives, participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company, its Subsidiaries or Affiliates to, or afford access to the business, properties, assets, books, records or other non-public information, or to any Personnel, of the Company, its Subsidiaries or Affiliates, in each case pursuant to and subject to the entry into a customary confidentiality agreement containing confidentiality terms no less restrictive in any material respect than the terms of the Confidentiality Agreement, to any Third Person or its Representatives that has made or delivered to the Company a bona fide Acquisition Proposal after the date hereof that did not result from any breach of Section 5.1(a) (other than any breach that is immaterial in scope and effect); provided, however, that, prior to taking any such actions, the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal, and the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take the actions contemplated by this Section 5.1(b) would be inconsistent with its fiduciary duties under applicable Law; and provided further that the Company will promptly (and in any event within 24 hours) make available to the Parent and its Representatives any non-public information concerning the Company, its Subsidiaries or Affiliates that is provided to any such Third Person or its Representatives that was not previously made available to the Parent prior to or substantially concurrently (but in no event later than 24 hours after) the time it is provided to such Third Person.