C » Topics » 4.18 No Negotiations

This excerpt taken from the C 10-Q filed Aug 7, 2009.
4.18       No Negotiations.  From and after the date hereof until the earlier to occur of the Closing or the termination of this Agreement pursuant to Section 9, the Sellers shall not, nor shall they permit or cause any of their Affiliates or any Persons acting on their behalf to, directly or indirectly, encourage, solicit, engage in negotiations with, or provide any information to, any Person or group (other than the Purchaser or its representatives) concerning any merger, sale of assets, purchase or sale of shares of capital stock or similar transaction involving NCS, the Group Companies, the Related Assets, the New Securities Company or NCL that would be inconsistent with or could reasonably be expected to interfere with the transactions contemplated hereby.  Upon execution of this Agreement, the Sellers and their Affiliates will immediately terminate all discussions with any Person (other than the Purchaser) concerning any such transaction.  Neither the Sellers nor their Affiliates will waive any provision of any confidentiality or similar agreement entered into with any Person (other than the Purchaser) concerning any such transaction, and will enforce all such agreements in accordance with their terms.

 

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