Exclusive Dealings. For so long as this Agreement remains in ------------------ effect, neither Seller nor any person acting on Seller's behalf shall, directly or indirectly, solicit or initiate any offer from, or conduct any negotiations with, any person or entity concerning the acquisition of all or any interest in any of the Purchased Assets or the Stations, other than Buyer or Buyer's permitted assignees.
Exclusive Dealings. 26 12.6 Waiver.......................................................................26 12.7 Assignment...................................................................26 12.8
Exclusive Dealings. During the period from the date of this Agreement through the earlier of the Second Closing and August 31, 2009, or the earlier termination of this Agreement pursuant to the terms hereof, no Seller Party shall, and the Seller Parties shall cause their respective Affiliates and Representatives not to, directly or indirectly take any action to encourage (by way of furnishing information or otherwise), initiate or engage in discussions or negotiations (whether preliminary or definitive) with, or provide any information to, participate in or facilitate in any manner any effort or attempt by, or enter into any agreement with, any Person (other than Purchaser and its Affiliates or Representatives) concerning (each of the following, an “Acquisition Proposal”): (a) any direct or indirect acquisition of the equity or other ownership interests of any Subject Entity or LIHTC Fund or any of their respective Subsidiaries; (b) any direct or indirect merger, share or equity or ownership interest exchange, sale of a material portion of the assets or similar transaction or any business combination or change of control of any Subject Entity, LIHTC Fund or any of their respective Subsidiaries or of any portion of the Business; or (c) otherwise seek to directly or indirectly do any of the foregoing. The Seller Parties shall, and shall cause their respective Affiliates and Representatives to, deal exclusively with Purchaser and its Affiliates and Representatives with respect to the transactions contemplated by this Agreement or any other direct or indirect sale, transfer or disposition of any portion of the Business or the equity or other ownership interests in, or the assets and properties of, any Subject Entity, LIHTC Fund or any of their respective Subsidiaries during the term of this Agreement. Promptly after the execution of this Agreement, the Seller Parties shall, and shall cause their respective Affiliates and Representatives to, cease any existing discussions or negotiations, if any, with any Persons (other than Purchaser and its Affiliates and Representatives) conducted heretofore with respect to any Acquisition Proposal and request the return or destruction of any confidential information concerning the Business or any Subject Entity, LIHTC Fund or any of their respective Subsidiaries that has been provided to any such Person in connection therewith.
Exclusive Dealings. You acknowledge and agree that we would be unable to protect Confidential Information against unauthorized use or disclosure or to encourage a free exchange of ideas and information among NETSPACE(R) businesses if franchised owners of NETSPACE(R) businesses were permitted to hold interests in or perform services for a Competitive Business (defined below). You also acknowledge that we have granted the Franchise to you in consideration of and reliance upon your agreement to deal exclusively with us. You therefore agree that, during the term of this Agreement, neither you nor any of your owners (nor any of your or your owners' spouses, children or other relatives by blood or marriage) will:
Exclusive Dealings. The Company Parties and the Buyer Parties agree that, in consideration of the payment of the Xxxxxxx Money Deposit, and Parent’s projected efforts and undertakings, and in preparing the necessary legal documentation to complete the purchase transaction, neither the Company Parties, nor any of their Affiliates, agents, Representatives, officers, directors, partners or shareholders will engage in any negotiations, or accept any offers, regarding the sale, exchange, or other conveyance of any equity securities of any of the Acquired Companies or of any interest in any of the Properties until the later of the Closing Date, or the date the Company Parties and the Buyer Parties mutually agree to extend the Closing Date, or such sooner date as this Agreement may be terminated in accordance with the provisions of this Agreement, and the Escrow is cancelled.
Exclusive Dealings. In consideration of the efforts and costs required to complete the Transaction, FD and BIOCERES will not, from the Signing Date until the earlier of (i) expiration of one year term counted as from the Signing Date, or (ii) termination of negotiations by the Parties relating to the Transaction, directly or indirectly, through any representative or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept, or consider any proposal of any other person relating to the Transaction or any other transaction of substantially similar scope and subject matter. In particular, BIOCERES shall not develop its proprietary technologies in wheat germplasm other than its own germplasm or XX xxxxx germplasm until the date of termination of this Agreement according to article 7.2 of this Agreement. BIOCERES is allowed to develop its proprietary technologies in species others than wheat. Subject to the ADP Agreement, FD (1) shall not give access to its wheat germplasm for the Territory to Third Parties and (2) shall grant exclusivity to the Company for the development of XX xxxxx lines in the Territory. Regarding the ADP Agreement and the Territory of Uruguay, Parties will do their best efforts to have the Company assume the rights and obligations of FD in the ADP contract. From the date of such takeover, “Territory” as defined above shall include Uruguay.
Exclusive Dealings. From the Agreement Date until the Effective ------------------- Time, or earlier termination of this Agreement as provided in Article XIV ----------- hereof, none of PARENT, TARGET or their respective Affiliates, Associates, directors, officers, agents, employees, advisors, counsel or other representatives (collectively, "Representatives") shall, nor shall PARENT or --------------- TARGET authorize or permit any of their respective Representatives to, directly or indirectly: (i) solicit, encourage, initiate or participate in any negotiations or discussions with respect to, or respond to (other than a simple response that none can be made), any offer or proposal to acquire all or any part of PARENT or TARGET, as the case may be, whether by asset purchase, license, joint venture, stock purchase, business combination or otherwise (a "Competing Transaction"), (ii) disclose any information concerning itself not ---------------------- customarily disclosed to any Person and which information one could reasonably assume would be used for the purposes of formulating an offer or proposal for a Competing Transaction, (iii) cooperate with any Person to make any such offer or proposal, (iv) agree to or endorse any Competing Transaction, or (v) authorize any Representatives to take any action prohibited by this Section. Each of PARENT and TARGET shall use its prudent business efforts, including (if necessary) the taking of legal action, at its cost and expense, to cause its respective Representatives to refrain from taking any action prohibited by this Section. Each of PARENT and TARGET shall promptly notify the other of any inquiry or contact with any Person with respect to an actual or potential Competing Transaction, the identity of the person making the contact and the material terms of any such contact. Each of PARENT and TARGET agrees that during the period in which this Section shall apply, it will not take or permit any material changes in its business, assets, liabilities, or condition, financial or otherwise, or enter into any agreement or understanding to do the same, except as expressly permitted under this Agreement.
Exclusive Dealings. FFBS shall not authorize or permit any of its officers, directors, employees or agents to directly or indirectly solicit, initiate, facilitate or encourage any inquiries relating to, or the making of any proposal which constitutes a tender or exchange offer, proposal for merger, consolidation or any other business combination involving FFBS or any of its subsidiaries, or any proposal or offer to inquire in any manner a substantial equity interest in, or a substantial portion of the assets of FFBS other than the transaction contemplated or permitted by this Agreement, or participate in any discussions or negotiations, or provide third parties with any non-public information, relating to any inquiry or proposal or otherwise facilitate any effort or attempt to make a takeover proposal, unless FFBS is advised by legal counsel that such communication is required under applicable law or that the failure to do so would cause the members of the Board of Directors to be in breach of their fiduciary duties under applicable laws. FFBS will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than NBC with respect to any of the foregoing.
Exclusive Dealings. During the period from the date of this Agreement to the Closing Date, or upon the earlier termination of this Agreement pursuant to Article XIII, Corporation shall refrain from taking any actions, directly or indirectly, to encourage, initiate, or engage in discussions or negotiations with, or provide any information to, any corporation, partnership, person, or other entity or group, other than Omega, concerning the purchase of Corporation or its stock or assets, or any merger, joint venture or similar transaction involving Corporation and will not enter into any such transaction. The parties agree that any information provided will be used solely for the purpose of evaluating the transaction contemplated herein and will be kept confidential and not disclosed to others. If the transaction contemplated hereunder shall fail to close for any reason, then each party will promptly redeliver to the other all written material containing or reflecting any information concerning Corporation, Omega or OHSI, regardless of by whom prepared, and will not retain any copies, extracts or other reproductions in whole or in part of such written material.
Exclusive Dealings. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Sponsor and the SPAC shall not, and shall each cause their respective Representatives not to, directly or indirectly: (a) solicit, initiate, encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a SPAC Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a SPAC Acquisition Proposal; (c) enter into any Contract or other arrangement or understanding regarding a SPAC Acquisition Proposal; (d) prepare or make any filings with the SEC in connection with a public offering of any Equity Securities or other securities of the Sponsor or the SPAC (or any Affiliate or successor thereto); or (e) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person (other than the Investor or any of its Affiliates) to do or seek to do any of the foregoing. The Sponsor agrees to (i) notify the Investor promptly upon receipt of any SPAC Acquisition Proposal by the Sponsor or the SPAC, and to describe the material terms and conditions of any such SPAC Acquisition Proposal in reasonable detail (including the identity of the Persons making such SPAC Acquisition Proposal) and (ii) keep the Investor reasonably informed on a current basis of any modifications to such offer or information.
