Exclusivity Undertaking Clause Samples
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Exclusivity Undertaking. (A) Each of the Vendor and the Guarantors hereby represents, undertakes and agrees that it will:
(1) not negotiate, solicit or entice any alternative offer for or make any contact of whatsoever nature with any other person in relation to the Sale Shares or dispose of any shares or any equity interest of any member of the Group (or any interest or voting rights therein);
(2) not enter into discussions or negotiations in relation to the Sale Shares with, or provide any information concerning the Group to, any third party in contemplation of such alternative offer;
(3) promptly inform the Purchaser of the existence and the terms of any unsolicited alternative offer for the Group which any of the Vendor and the Guarantors, and the status and development of any existing offer from any third party and negotiation thereof may receive; and
(4) not carry out any action, or enter into any agreement, transaction or obligation to do anything prohibited under clauses 7.1(A)(1) to (2) above or any agreement or arrangement similar in nature or for achieving a similar purpose.
(B) The obligations contained in the clause 7.1(A) shall cease to apply upon whichever is the earlier of:
(1) the Completion Date; and
(2) save and except where the termination of this Agreement is caused as a result of the default or breach of this Agreement by the Vendor, the termination of this Agreement as provided hereunder.
Exclusivity Undertaking. Throughout the Standstill Period, Beneficiary undertakes not to, and to procure that its Affiliates and ▇▇. ▇▇▇▇-▇▇▇▇▇▇ Labrune and his Affiliates will not, directly or indirectly (i) solicit, entertain or encourage (including by providing information) any inquiries or proposals regarding, (ii) continue or enter into negotiations with respect to, or (iii) enter into any agreement or other understanding providing for, a (a) direct or indirect acquisition or purchase of any interest in, or business combination involving, the Business, or (b) any other transaction that would prevent or delay the Contemplated Transaction, in each case with a third-party; it being expressly acknowledged and agreed by Offeror that the provisions of this paragraph shall in no event prevent or delay the consummation by Beneficiary of the reorganization measures set forth in Section 2.1 of the Draft MAA.
Exclusivity Undertaking. 6.1 Bosch China and WeRide China undertake to exclusively negotiate the License and Collaboration Agreement for the duration of this Agreement. During the term of this Agreement (“Exclusivity Period”), the Parties agree not to, directly or indirectly, through its Affiliates and/or directors, officers, employees or advisors,
a) pursue, initiate, solicit, encourage or facilitate any inquiry, proposal or offer by any person or entity other than the respective other Parties or any of their Affiliates with respect to the Collaboration;
b) enter into, continue, participate or be otherwise involved in any discussions or negotiations to cooperate with any person or entity other than the other Parties or any of their Affiliates with respect to the Collaboration; or
c) make any offer to, undertake to or enter into any agreement or other arrangements of similar nature with any person or entity other than the other Parties or any of their Affiliates with respect to the Collaboration.
6.2 During the Exclusivity Period and, thereafter, until [***] (“Extended Exclusivity Period”),
a) subject to section 6.4, without the prior written consent of WeRide, Bosch China shall not, and shall cause its Affiliates not to, on its own, in collaboration with or through third parties, enter into or perform any agreement or deliver to any customer the Products or other products with the same or similar functionality in the Target Territory (excluding products intended for end customers outside the Target Territory) unless WeRide China or its Affiliates are involved in the development of the such products and are entitled to the royalty according to the Term Sheet; and
b) without the prior written consent of Bosch, WeRide Inc. and WeRide China shall not, and shall cause their Affiliates not to, on their own, in collaboration with or through third parties, enter into or perform any agreement or deliver the Products, the WeRide Software Deliverables (or substantial parts thereof, excluding any submodules) or other products or software with the same or similar functionality (excluding products intended for end customers outside the Target Territory) to any customer other than Bosch, Bosch China or their Affiliates in the Target Territory. For the avoidance of doubt, Bosch China, WeRide China and/or their Affiliates shall not be prohibited to develop the Product and/or products with the same or similar functionality for the Target Territory during the Exclusivity Period and the Extended Exc...