Exclusivity Sample Clauses


Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco and Pubco will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.


Exclusivity. During the Term, the Executive shall devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its affiliates, shall faithfully serve them, and shall conform to and comply with the lawful and reasonable directions and instructions given to him by the Chief Executive Officer and the Board, consistent with Section 1.2 hereof. During the Term, the Executive shall use his best efforts to promote and serve the interests of the Company and its affiliates and shall not engage in any other business activity that significantly detracts from the performance of his duties hereunder, whether or not such activity shall be engaged in for pecuniary profit; provided that the Executive may (i) engage in charitable and community activities, including serving on the board of directors of not-for-profit entities, and (ii) manage personal and family investments and affairs, in each case so long as such other activities do not violate the terms of this Employment Agreement or significantly interfere with the performance of his duties hereunder. Without limiting the generality of the foregoing, during the Term the Executive shall not serve on the boards of directors of any for-profit entity without the prior written consent of the Board, not to be unreasonably withheld.

Exclusivity. From and after the date hereof until the Closing: (a) Seller shall not, and shall us commercially reasonable efforts to cause its respective Representatives and Affiliates not to, directly or indirectly: (i) initiate, solicit, encourage or otherwise facilitate any inquiry, proposal, offer or discussion with any party concerning any Acquisition Transaction with a Person other than Buyer and its Affiliates, (ii) furnish any information concerning the FH Business (or any portion thereof) or the properties or assets of Seller related to the FH Business to any Person for the purposes of soliciting an Acquisition Transaction with a Person other than Buyer and its Affiliates or (iii) engage in discussions or negotiations with any party concerning any Acquisition Transaction with a Person other than Buyer and its Affiliates; and (b) Seller shall, and shall cause its respective Representatives and Affiliates to, (i) immediately cease any discussions or negotiations of the nature described in Section 5.26(a) that were pending as of the date hereof.

Exclusivity. Buyers have expended significant resources and time in connection with the review and diligence of the transactions contemplated by this Agreement. Accordingly, Sellers will not, and will not cause or permit the Subsidiaries or any affiliate of Sellers or the Subsidiaries or anyone acting at Sellers or any affiliate of Sellers direction or on any affiliate of Sellers or any Subsidiarys behalf to, directly or indirectly, (a) solicit, initiate or encourage proposals regarding, negotiate with, deliver any information to or enter into any agreement with any other party with respect to the direct or indirect transfer of any of the Equity Interests, the Incidental Assets, the Second Tier Equity Interests or the assets of any Subsidiary (except for sales of assets by Subsidiaries in the Ordinary Course) (an Alternative Transaction) and (b) notify Buyers in writing of any contact (irrespective of the form of communication) between Sellers, the Subsidiaries, or any affiliate of Sellers or the Subsidiaries, or anyone acting at Sellers or any affiliate of Sellers direction or on any affiliate of Sellers or any Subsidiarys behalf, and any other person with respect to any Alternative Transaction, and shall promptly provide Buyers with copies of any documents received relating to any Alternative Transaction and will keep Buyers informed regarding the status and details of any such communications between Sellers and their affiliates (or any person acting at Sellers or any affiliates direction or on behalf of Sellers or any of Sellers affiliates) and any such persons regarding any Alternative Transaction.

Exclusivity. After the Closing, except as expressly set forth in Sections 4.3(b), 4.8 and 8.3, and except in the case of common law fraud in connection with entering into this Agreement, this Article 11 will provide the exclusive remedy for any misrepresentation, breach of warranty, covenant or other agreement or other claim arising out of this Agreement or the transactions contemplated hereby; provided that it is understood and agreed that the foregoing shall not prevent a party from obtaining specific performance, injunctive relief or any other available non-monetary equitable remedy.

Exclusivity. Each of the Parent and the Company shall not (and shall not cause or permit any of their affiliates to) engage in any discussions or negotiations with any person or take any action that would be inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. Each of the Parent and the Company shall notify each other immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.

Exclusivity. During the Term, except in connection with GlobeImmunes performance under this Agreement, GlobeImmune will not (a) engage in the research, discovery, optimization, development or commercialization of any products that are directed to any oncology target, or that have oncology uses, outside of this Agreement on its own or with or through any Third Party or (b) seek or obtain regulatory approval for or market or promote a product in the field of oncology; provided that the foregoing shall not prohibit GlobeImmune from performing under any applicable agreement set forth on Schedule A or Schedule B as of the Effective Date so long as any resulting compounds are subject to the terms and conditions of this Agreement, including Celgenes option rights. Notwithstanding the foregoing, following (i) the expiration of a Celgene Program Option for a Program pursuant to Section 4.1 without Celgenes exercise of the Celgene Program Option for such Program, or (ii) termination of a Program, GlobeImmune shall be free to research, optimize, develop or commercialize, either on its own or with or through a Third Party, any GlobeImmune Development Compound within any such Program for any oncological use [*], GlobeImmune will provide notice to Celgene of any oncological uses prior to performing any activities with respect thereto.


Exclusivity. The Company agrees not to appoint any other depositary for the issuance or administration of depositary receipts evidencing any class of stock of the Company so long as Deutsche Bank Trust Company Americas is acting as Depositary hereunder.

Exclusivity. From the date hereof until the earlier of the Closing or the termination of this Agreement, SELLER shall not solicit or negotiate or enter into any agreement with any other Person with respect to or in furtherance of any proposal for a merger or business combination involving, or acquisition of any interest in, or (except in the ordinary course of business) sale of assets by, SELLER except for the acquisition of the Shares by BUYER.

Exclusivity. For a period of the later of one hundred eighty (180) days from the date of the execution of this Agreement or upon IBC's final sale of all shares of stock issued pursuant hereto subsequent to final adjustment; (a) Company and its representatives shall not enter into any exchange transaction under Section 3(a)(10) of the Securities Act nor directly or indirectly discuss, negotiate or consider any proposal, plan or offer from any other party relating to any liabilities, or any financial transaction having an effect or result similar to the transactions contemplated hereby, and (b) IBC shall have the exclusive right to negotiate and execute definitive documentation embodying the terms set forth herein and other mutually acceptable terms.