Exclusivity and Standstill Sample Clauses
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Exclusivity and Standstill. During the period of 30 calendar days from the date hereof or such other date as the parties may mutually agree in writing (the "THIRTY-DAY PERIOD"), subject to such Thirty-Day Period as it relates to exclusivity being modified pursuant to paragraph 5, while CADIM conducts its due diligence relating to PGE and PGLP and in consideration of the substantial time, effort and expense that CADIM will undertake, PGE agrees (a) that it shall not, and shall use its best efforts to ensure that its affiliates, officers, trustees, Representatives or agents shall not, take any action, either directly or indirectly, to initiate, assist, solicit or encourage, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a Transaction (as hereafter defined) other than a Transaction among CADIM, PGI, Prime Group VI, L.P., Primestone Investment Partners L.P., Prime Group Limited Partnership, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, PGE and their respective shareholders and affiliates (any such proposal or offer being hereinafter referred to as an "ACQUISITION PROPOSAL") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal or take any other action which may be reasonably expected to lead to any Acquisition Proposal; and (b) that it will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and will advise such parties that it is not in a position to negotiate further with them during the Thirty-Day Period; PROVIDED, HOWEVER, that the Board of Trustees of PGE or its Committee of Independent Trustees may furnish information to (pursuant to a confidentiality agreement on terms and conditions customary for similar transactions) and enter into discussions or negotiations with any person or entity that makes a bona fide Acquisition Proposal during the Thirty-Day Period that was not initiated, assisted, solicited or encouraged in violation of this Agreement, but only if (i) the Committee of Independent Trustees of the Board of Trustees of PGE, after consultation with and consideration of the advice of its independent financial advisors and outside legal counsel, determines in good faith that the Acquisition ...
Exclusivity and Standstill. Section 8A shall be amended and restated as follows:
Exclusivity and Standstill. A new section 8 A shall be inserted as follows:
Exclusivity and Standstill. For a period of 45 days after this Letter of Intent is fully executed, the Prospective Buyer shall have a period of exclusivity, which period shall be extended through the Closing Date in the event the Merger Agreement is executed. During such period, the Prospective Seller shall not, 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 sale by the Prospective Seller or its Subsidiaries of their assets or businesses (or the equity interests thereof), in whole or in part, whether through direct purchase, merger, consolidation or other business combination (other than sales of inventory in the ordinary course).
Exclusivity and Standstill. 5.1 Each of the Investors represents and warrants to each of the other Investors as at the date of this Agreement that, save as set out in Appendix 1, neither it nor, so far as it is aware, any of its Concert Parties:
5.1.1 has any Interest in the Target's shares; or
5.1.2 has dealt in any Interest in the Target's shares in the 12 months preceding the date of this Agreement.
5.2 Each of the Investors agrees, represents and undertakes to Holdco, Bidco and to each of the other Investors that it shall not, and shall procure that its Concert Parties shall not (other than pursuant to the Offer):
5.2.1 offer to acquire or sell, or acquire or sell, or procure or induce another person to acquire, any Interest in the Target's shares (other than under the Target Long Term Incentive Plan in relation to ON) or offer to acquire any substantial part of the assets of the Target Group, whether by way of a contractual offer, scheme of arrangement or otherwise;
5.2.2 do or omit to do any act as a result of which an Investor or any of its Concert Parties may acquire any Interest in the Target's shares;
5.2.3 enter into, continue, solicit, facilitate or encourage any discussion, enquiry or proposal from, or discussions or negotiations with, any person in relation to the possible acquisition or disposal of an Interest in the Target's shares or the possible acquisition of any substantial part of the assets of the Target Group; or
5.2.4 enter into, continue, solicit, facilitate or encourage any discussion, enquiry or proposal from, or discussions or negotiations with, any person or enter into arrangements, either in relation to providing or otherwise acquiring any debt, equity or other finance facilities to any member of the Target Group or in relation to providing any debt, equity or other finance facilities in connection with a competing offer for Target Shares, without the prior consent in writing of all of the other Investors and, if required under the Takeover Code, the consent of the Takeover Panel. Each of the transactions referred to in this clause 5.2 shall be a "Restricted Transaction".
5.3 Each of the Investors agrees, represents and undertakes to Holdco, Bidco and to each of the other Investors that it shall not, and will procure that its Concert Parties and its and their directors, officers, employees, agents and advisers shall not, do or omit to do anything which frustrates the Consortium's ability to make the Offer or which is intended to, or is likely to, prejudi...
Exclusivity and Standstill. Purchaser and Sellers will not engage in formal or informal discussions, negotiations, program development, solicitation of other companies for the same or similar arrangement(s) regarding the matters provided herein from the effective date of this Agreement until this Agreement is terminated or the Closing occurs.
Exclusivity and Standstill. Other than as contemplated herein, the IPO Issuer agrees that until such time as this Agreement has terminated in accordance with the provisions herein, neither it nor any of its Subsidiaries or Affiliates, nor any of its or their representatives, officers, employees, directors, agents, stockholders, subsidiaries or Affiliates (collectively, the "Exclusivity Group") shall initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer ("Proposal") from any person(s) other than the Lead Investor with respect to any investment, financing, sale of securities, merger, amalgamation, arrangement, purchase of assets, going public transaction or other similar transactions, or provide any non-public information to any third party in connection with a Proposal or enter into any agreement, arrangement or {00284650.13} understanding requmng it to abandon, terminate or fail to consummate the transactions contemplated herein.