Exclusive Negotiating Rights. The Board agrees not to negotiate with any teachers' organization other than the EML so long as the EML is the duly authorized exclusive representative of the teachers of this District.
Exclusive Negotiating Rights. In order to induce Purchaser to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the possibility of acquiring the assets and business described above, and to negotiate the terms of, and consummated, the transaction contemplated hereby, Sellers agree that for a period of ninety [90] days after the date hereof, Sellers nor its affiliates and their respective officers, directors, employees and agents shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding the possible acquisition of the LK Entities by any other person other than Purchaser, including, without limitation, by way of a purchase of shares, assets or otherwise. Purchase of assets or merger, of all or any substantial part of the LK Entities equity securities or assess, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding collective assets or business(s) to any person other than Purchaser and our representatives.
Exclusive Negotiating Rights. In order to induce us to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the possibility of acquiring the outstanding capital stock and business described above, and to negotiate the terms of, and consummate, the transactions contemplated hereby, including the employment agreements, you agree that for a period of ninety (90) days after the date hereof, you, your affiliates and your and their respective officers, directors, employees and agents shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding your employment and/or the possible acquisition of substantially all outstanding capital stock of [COMPANY] by any person other than us, including, without limitation, by way of a purchase of majority shares, purchase of substantially all assets or merger, of all or any substantial part of your equity securities or assets, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding your assets or business to any person other than us and your and our representatives, without our prior written consent.
Exclusive Negotiating Rights. In order to induce us to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the possibility of acquiring the assets and business described above, and to negotiate the terms of, and consummate, the transaction contemplated hereby, you agree that for a period of [45] days after the date hereof, you, your affiliates and your and their respective officers, directors, employees and agents shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding the possible acquisition by any person other than us, including, without limitation, by way of a purchase of shares, purchase of assets or merger, of all or any substantial part of your equity securities or assets, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding your assets or business to any person other than us and our representatives.
Exclusive Negotiating Rights. In order to induce us to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to acquire the assets and business described above, and to negotiate the terms of the Purchase Agreement and to consummate the transaction, you agree that from the date hereof through the earliest of the Termination Date and the signing of the Purchase Agreement (the "Exclusivity Period"), you, your affiliates and your and their respective officers, directors, employees and agents shall not directly or indirectly, (a) initiate or solicit the submissions, proposals or other offers relating to, (b) respond to any submissions, proposals or other offers relating to, or (c) engage in any negotiations or discussions with any persons in relation to any acquisition, recapitalization, liquidation, dissolution, disposition or similar transaction involving all or any portion of Seller, or any business, securities or assets that collectively comprise Seller, without first obtaining the written approval of Buyer. Furthermore Seller shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding Seller's assets or business to any person other than us and our representatives. Seller shall immediately provide written notification to Buyer of any submissions, proposals, offers or inquiries made during the Exclusivity Period. In the event of Seller's breach or that of its representatives, of the terms of this provision, Seller shall be liable to the undersigned for its actual and consequential damages (but excluding punitive and special damages) and all out of pocket expenses (including outside attorneys' fees) incurred in connection with the evaluation of the transaction herein. Seller acknowledges and agrees that the breach of this provision would cause irreparable damage to the Buyer and that the Buyer may not have an adequate remedy at law. Therefore the obligations of the Seller pursuant to this provision shall be enforceable by a decree of specific performance and appropriate injunctive relief may be applied for and granted with Seller hereby waiving any defense that damages are sufficient and any right to require that the Buyer post a bond prior to granting of the injunction. Such remedies shall be cumulative and not exclusive and shall be in addition to any other remedies that the Buyer may have under this letter of intent. All obligations under...
Exclusive Negotiating Rights. Until the Closing, or the earlier ---------------------------- termination of this Agreement in accordance with its terms, the Principals, the Companies and each officer, director, employee, consultant, advisor, agent or investment banker of any of the Companies or the Principals shall not, directly or indirectly, (a) solicit, initiate or knowingly encourage or take any action knowingly to facilitate the submission of inquiries, proposals or offers from any person relating to (i) any acquisition or purchase of any material asset or assets of either of the Companies or any shares of equity securities of the Companies, (ii) any tender offer (including a self-tender offer) or exchange offer involving shares of INDY Common Stock, (iii) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving either of the Companies other than the transactions contemplated by this Agreement, or (iv) any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Merger or which would or could reasonably be expected to materially dilute the benefits to Xxxxx and Xxxxx Indiana of the transactions contemplated hereby (the transactions referred to in clauses (i) - (iv) are collectively referred to herein as "Alternative Transactions" and individually referred to herein as an "Alternative Transaction"), or agree to or endorse any Alternative Transaction, or (b) enter into, continue or participate in any discussions or negotiations regarding any Alternative Transaction, or furnish to any person or entity (other than Xxxxx) any information with respect to its business, properties or assets or any Alternative Transaction, or otherwise cooperate in any way with, assist or participate in, or facilitate or encourage any effort or attempt by any person to seek, effect or make any Alternative Transaction; provided, however, that the foregoing shall not -------- ------- prohibit the Companies from (x) furnishing information pursuant to a confidentiality agreement which does not conflict with the terms of this Agreement to a third party who has initiated contact with the Companies regarding a bona fide unsolicited Alternative Transaction under circumstances --------- not constituting a breach of this Section 4.5 (a "Permitted Contact") and (y) engaging in discussions or negotiations with a third party who has ini...
Exclusive Negotiating Rights. The Board agrees not to negotiate with any employees; organization other than Education Minnesota Non-Licensed Instructors as long as Education Minnesota Non-Licensed Instructors is the duly authorized exclusive representative of the non-licensed instructors of this District.
Exclusive Negotiating Rights. The City will grant Developer the exclusive right to present a redevelopment proposal for each of the Parcels to the City Staff for consideration by the City Council and to negotiate the terms of a redevelopment agreement and long-term ground lease for each of the Parcels. The City will not offer any Parcel for sale or lease to any other party as long as the grant of exclusive negotiation rights is in effect as provided herein with respect to each respective Parcel.
Exclusive Negotiating Rights. In order to induce Company to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the strategic partnership, described above, and to negotiate the terms of, and enter into one or more strategic partnerships with MIG Next, MIG Next agrees that it shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding a strategic partnership relating to the exploitation of the Technology by any person other than Company, including, without limitation, by way of a purchase of shares, purchase of assets or merger, of all or any substantial part of its equity securities or assets, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding the Technology or business to any person other than Company and its duly appointed representatives. MIG Next shall work in good faith to enter into a strategic partnership with the Company regarding the exploitation of the Technology.
Exclusive Negotiating Rights. In order to induce Purchaser to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the possibility of acquiring the assets and business described above, and to negotiate the terms of, and consummated, the transaction contemplated hereby, Sellers agree that for a period of ninety [90] days after the date hereof, Sellers nor its affiliates and their respective officers, directors, employees and agents shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding the possible acquisition of MTKUSA by any other person other than Purchaser, including, without limitation, by way of a purchase of shares, assets or otherwise. Purchase of assets or merger, of all or any substantial part of MTKUSA equity securities or assess, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding collective assets or business(s) to any person other than Purchaser and our representatives.
