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 number of 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. In recognition and consideration that the development of the Project will require significant effort and expenditures by Ameresco, for a period of two hundred and seventy (270) days from the execution of this LOI by the Parties (the “Exclusivity Period”) Landlord (itself or through its affiliates) shall not directly or indirectly, solicit, initiate, seek, encourage or support any inquiry, proposal, offer or bid from, negotiate with, provide any information to, or enter into any agreement with (verbal or written), any party (other than Ameresco) in connection with the lease or purchase of the Site or development of the Project. Xxxxxxxx agrees that any such negotiations in progress with other third parties as of the date hereof will be terminated during such Exclusivity Period. Landlord will promptly disclose to Ameresco any unsolicited inquiry or proposal regarding an offer to lease or purchase the Site including the identity of the interested party and the terms of its inquiry or proposal. At the expiration of the Exclusivity Period, exclusivity shall automatically extend if Ameresco and Landlord are continuing to negotiate in good faith to execute the Definitive Agreements.
Exclusive Negotiating Rights. In order to induce the Company to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the transaction, described above, and to negotiate the terms of, and consummate, the Cooperation contemplated hereby, each Party agrees that it or he shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding the possible acquisition 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 Company, HKHL, SWL or the Business to any person other than the Company and its duly appointed representatives.
Exclusive Negotiating Rights. In order to induce Xxxxxxx Associates to commit the resources and incur the legal, accounting and incidental expenses necessary to complete the Proposed Development, and to negotiate the terms of the Definitive Contract, City agrees that from the date hereof through August 31, 2023 (the “Exclusivity Period”), City, its 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 of the Development Site, proposed development of the Development Site or similar transactions involving all or any portion of the Development Site (each a “Competing Project”), without first obtaining the written approval of Xxxxxxx Associates. City shall provide written notification to Xxxxxxx Associates of any submissions, proposals, offers or inquiries relating to any Competing Project during the Exclusivity Period which are preferable to the City to the then-current plans for the Proposed Development and proposed terms of Definitive Contract proposed by Xxxxxxx Associates. If Xxxxxxx Associates consents in writing, the City may, at its discretion, discontinue exclusively negotiating with Xxxxxxx Associates. During the Exclusivity Period, the City and Xxxxxxx Associates shall proceed with the negotiation of a Definitive Contract relative to the Proposed Development. The decision to enter into a Definitive Contract shall be in the sole discretion of each of the Parties. If prior to execution of the Definitive Contract either Party determines in its sole discretion that it is not in its best interest, for whatever reason, to proceed with the Proposed Development or the Definitive Contract, it shall so notify the other party, whereupon this Agreement shall terminate and neither party shall have any rights or obligations to the other or to any third party under or with respect to this Agreement, except (i) that, if the City or the EDA terminates this Agreement under this Section 3, then the Exclusivity Period shall survive the termination of this Agreement until the first to occur of the expiration of the Exclusivity Period or Xxxxxxx Associates delivering its written consent to the termination of the Exclusivity Period to the City and the EDA, and (ii) as provided in Section 4 and Section 6. If Xxxxxxx Associates determines...
Exclusive Negotiating Rights. MH and MILN agree that until August 20, 1997, they (i) will not directly or indirectly negotiate or offer to negotiate or discuss with, solicit or initiate, or entertain or encourage submission of inquiries, proposals or offers from any third party with respect to the disposition of MILN, the Business, the MILN Shares, or any portion thereof, whether by the sale of assets of MILN or the Business, or the sale of MILN Shares, or some other means that results in a change of control of MILN or the Business, or of the benefits of all or substantially all the assets of MILN or the Business (an "Acquisition Proposal") and (ii) will promptly notify Xxxxx of the terms of any inquiry or proposal that MH or MILN may receive with respect to any Acquisition Proposal and of their response thereto.
