Transaction Proposal. Until the Closing Date, the Company and the Equityholders shall not, directly or indirectly, solicit or engage in discussion with third parties, initiate, entertain or respond to offers, inquiries, proposals or discussions, or enter into any agreement involving any transaction that has as its purpose a business combination involving or disposing of the whole or part of the Company or any of its Subsidiaries or any other transaction that would make the transactions contemplated by this Agreement infeasible or impractical (each a "Proposal") or provide any information to any Person or any of such Person's advisors or prospective lenders regarding the Company or its Subsidiaries in the context involving a potential Proposal or the transactions contemplated thereby. For purposes of this Agreement, non-solicitation shall include, but not be limited to, any proposed or actual (a) sale, merger, consolidation or similar transaction involving the Company or its Subsidiaries, (b) sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any assets or properties of the Company or its Subsidiaries representing 10% of the consolidated assets, revenues, earnings before interest, tax, depreciation and amortization or profits of the Company or such Subsidiaries, (c) issuance, sale or other disposition by the Company or any of its Subsidiaries (including by way of merger, consolidation, share exchange or any similar transaction) of any interest or securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 10% or more of the votes associated with the Shares, (d) recapitalization, restructuring, liquidation, dissolution or other similar type of transaction with respect to the Company or any Subsidiary involving a third party or (e) transactions which are similar in form, substance or purpose to any of the foregoing transactions. In the event the Sellers, the Company or any of its Subsidiaries or any of their respective representatives receive any such Proposal, such recipient will immediately inform the Buyer and provide the Buyer with the details thereof, including a copy of any Proposal that is in writing.
Appears in 1 contract
Transaction Proposal. Until the Closing Date, the Company and the Equityholders Seller shall not, directly or indirectly, solicit or engage in discussion with third parties, initiate, entertain or respond to offers, inquiries, proposals or discussions, or enter into any agreement involving any transaction that has as its purpose a business combination involving or disposing of the whole or part of the Company or any of its Subsidiaries or any other transaction that would make the transactions contemplated by this Agreement infeasible or impractical (each a "βProposal"β) or provide any information to any Person or any of such Person's advisors or prospective lenders regarding the Company or its Subsidiaries in the context involving a potential Proposal or the transactions contemplated thereby. For purposes of this Agreement, non-solicitation this Section 6.02 shall includeapply to all Proposals including, but not be limited to, any proposed or actual (a) sale, merger, consolidation or similar transaction involving the Company or its Subsidiaries, (b) sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any assets or properties of the Company or its Subsidiaries representing 10% of the consolidated assets, revenues, earnings before interest, taxTax, depreciation and amortization or profits of the Company or such Subsidiaries, (c) issuance, sale or other disposition by the Company or any of its Subsidiaries (including by way of merger, consolidation, share exchange or any similar transaction) of any interest or securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 10% or more of the votes associated with the Shares, (d) recapitalization, restructuring, liquidation, dissolution or other similar type of transaction with respect to the Company or any Subsidiary involving a third party or (e) transactions which are similar in form, substance or purpose to any of the foregoing transactions. In the event the SellersSeller, the Company or any of its Subsidiaries or any of their respective representatives receive any such Proposal, such recipient will immediately (but not later than 24 hours after such receipt) inform the Buyer and provide the Buyer with the details thereof, including a copy of any Proposal that is in writing.. The Seller and the Company agree not to release any third party from any confidentiality provisions of any agreement to which the Seller or the Company are a party relating to the sale of the Company. 10386168.17
Appears in 1 contract