Exclusivity Sample Clauses

Exclusivity. The Parent shall not (i) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of the Parent, or any assets of the Parent (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall not (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of the Parent, or any assets of the Parent (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iiic) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall Seller will not (and will not permit any, member, agent or representative thereof to) (i) solicit, initiate, initiate or encourage the submission of any proposal or offer from any person Person relating to the acquisition (directly or indirectly) of any capital stock equity interests or other voting securities any of the Parent, or any assets of the Parent Seller (including any acquisition structured as a merger, consolidation, lease or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take . Seller will use its commercially reasonable efforts to cause its financial advisors and other representatives not to do any other action that is inconsistent with of the Transactions and that has the effect of avoiding the Closing contemplated herebyforegoing. The Parent shall Seller will promptly notify the Company immediately Buyer if any person Person makes any proposal, offer, inquiry, inquiry or contact with respect to any of the foregoingforegoing and the terms of any such proposal, offer, inquiry or contact.
Exclusivity. The Parent Neither Company nor anyone acting on its behalf is currently involved, directly or indirectly, in any activity which is intended to, nor for so long as this Agreement is in effect, shall not Company or anyone acting on its behalf directly or indirectly, (ia) encourage, solicit, initiateinitiate or participate in discussions or negotiations with, or provide any information to or cooperate in any manner with any Person, other than Parent, LuxCo, BHN or their Affiliates (collectively “Excluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the sale of all or any part of the Business (other than in the ordinary course of business), whether such transaction takes the form of a sale of stock, assets, merger, consolidation, or issuance of debt securities or making of a loan or otherwise or any joint venture or partnership or (b) otherwise solicit, initiate or encourage the submission (or attempt to submit) of any inquiry or proposal contemplating the sale of all or any part of the Business, or (c) consummate any such transaction or accept any offer or agree to engage in any such transaction. Company shall promptly (within 24 hours) communicate to LuxCo or Parent the terms of any proposal, contract or sale which it may receive in respect of any of the foregoing and respond to any such communication in a manner reasonably acceptable to LuxCo or Parent. The notice of Company under this Section 5.4 shall include the identity of the person making such proposal or offer from any person relating to the acquisition of any capital stock offer, copies (if written) or other voting securities a written description of the Parent, or terms (if oral) thereof and any assets of the Parent (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any such information with respect to, assist thereto as LuxCo or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoingmay reasonably request.
Exclusivity. The Parent shall From the date of this Agreement until the Closing or the termination of this Agreement in accordance with Section 5.2, Seller will not (iand will not permit its respective Affiliates or any of its Affiliates’ representatives to) directly or indirectly: (a) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to to, or enter into or consummate any transaction relating to, the acquisition of any capital stock the Purchased Assets or other voting securities of the Parent, Subsidiary or any assets of the Parent (including any acquisition structured as a merger, consolidationrecapitalization, share exchange exchange, sale of substantial assets (other than sales of inventory in the Ordinary Course of Business) or other business combination), any similar transaction or alternative to the contemplated transactions hereunder or (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with except as may be required under the Transactions and that has the effect laws of avoiding the Closing contemplated herebyIsrael. The Parent shall Seller will notify the Company Purchaser immediately if any person Person makes any proposal, offer, inquiry, inquiry or contact with respect to any of the foregoingforegoing (whether solicited or unsolicited).
Exclusivity. The Parent shall None of the Sellers will (and the Sellers will not cause or permit any of the Target and its Subsidiaries to (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of any of the Target and its Subsidiaries (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing. None of the Sellers will vote their Target Shares in favor of any such acquisition structured as a merger, consolidation, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyshare exchange. The Parent shall Sellers will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall Target will not (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any all or substantially all of the capital stock or other voting securities of the Parent, or any assets of the Parent Target (including any acquisition structured as a merger, consolidation, or share exchange or other business combinationexchange); provided, (ii) however, that the Target, and its directors and officers will remain free to participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with foregoing to the Transactions and that has the effect of avoiding the Closing contemplated herebyextent their fiduciary duties may require. The Parent Target shall notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent Between the Signing Date and the Closing Date (unless this Agreement is terminated pursuant to Section 7.10), the Covenantors shall not, and they shall not (i) permit any of the Company’s Affiliates or any Group Company to, directly or indirectly solicit, initiate, respond to, participate in any way in, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or approve or authorize any transaction with any Person other than the submission Investors that would involve an investment in, purchase of any proposal shares of, or offer from any person relating to the acquisition of any capital stock or other voting securities of the Parent, Group Company or any material assets of the Parent (including any acquisition structured as a merger, consolidation, share exchange thereof or other business combination), (ii) participate would be in any discussions substitution or negotiations regarding, furnish any information with respect to, assist an alternative for or participate in, would impede or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent interfere with the Transactions and that has the effect of avoiding the Closing transactions contemplated hereby. The Parent Covenantors shall, and shall notify cause the Company Company’s Affiliates and the Group Companies to, immediately if terminate all existing activities, discussions and negotiations with any person makes any proposal, offer, inquiry, or contact third parties with respect to the foregoing, and if any of them hereafter receives any correspondence or communication that constitutes, or could reasonably be expected to lead to, any such transaction, they shall immediately give notice thereof (including the foregoingthird party and the material terms of such transaction) to the Investors.
Exclusivity. The Parent Except for the transactions contemplated by this Agreement, unless and until this Agreement shall have been terminated, the Seller will not (and the Seller will not cause or permit the Company to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of the Company (including any acquisition structured as a merger, consolidation, or share exchange or other business combinationexchange), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iii) take except as required by law, disclose any information not customarily disclosed to any person concerning the business and properties of the Company, afford to any person (other action that is inconsistent than Buyer or its designees) access to the properties, books or records of the Company or otherwise assist or encourage any person, in connection with any of the Transactions and that has the effect of avoiding the Closing contemplated herebyforegoing. The Parent shall Seller will notify the Company Buyer immediately if any person makes any proposal, offer, inquiry, or contact contract with respect to any of the foregoing.
Exclusivity. The Parent Kapital and the Shareholder shall not (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of the ParentKapital, or any assets of the Parent (including Kapital(including any acquisition structured as a merger, consolidation, share exchange or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iiic) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent Kapital and the Shareholder shall notify the Company UCP immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall From the Execution Date until the earlier of the Termination Date or the Closing, neither the Seller nor the Company will (and the Company and Seller will not permit their respective Affiliates or any of their or their Affiliates’ Representatives to) directly or indirectly: (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to to, or enter into or consummate any transaction relating to, the acquisition of any capital stock or other voting securities of in the Parent, Company or any assets of the Parent (including any acquisition structured as a merger, consolidationrecapitalization, share exchange exchange, sale of substantial assets (other than a partial redemption of shares) or other business combination), any similar transaction or alternative to the Contemplated Transactions or (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall not From the date of this Agreement until the earlier of the time of the Closing and the termination of this Agreement pursuant to Article X, neither the Seller nor any of its Affiliates, officers, employees, directors, agents or other representatives will (ia) solicit, initiate, encourage or encourage the submission of accept any proposal other inquiries, proposals or offer offers from any person Person relating to the acquisition of any capital stock or other voting securities of the Parent, or any assets of the Parent (including any acquisition structured as a merger, consolidation, share exchange or other business combination)an Alternative Acquisition Proposal, (iib) participate in any discussions discussions, conversations, negotiations or negotiations other communications with any Person regarding, or furnish to any Person other than Parent any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or facilitate in any other manner encourage any effort or attempt by any person Person to do or seek any of the foregoingto enter into an Alternative Acquisition Proposal, or (iiic) take enter into any other action that is inconsistent agreement or arrangement with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, Person for or contact with respect to any of the foregoingAlternative Acquisition Proposal.
Exclusivity. The Parent shall None of Sellers will (and Sellers will not cause or permit Target to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock membership interest or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of Target (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take . None of Sellers will vote their Target Membership Interests in favor of any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebysuch acquisition. The Parent shall Sellers will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall Buyer and the Target each will not (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of any of the Buyer or the Target (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing. The Buyer and the Target each will not vote any shares or voting rights in favor of any such acquisition structured as a merger, consolidation, or (iii) take any share exchange. Each of the Buyer and the Target will notify each other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company Party immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall Through January 15, 2018, the Seller will not (and the Seller will not cause or permit the Business to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of the Business (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall Seller will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent From the date hereof through and until the earlier of termination of this Agreement pursuant to Article VIII or the Closing, Seller shall not, and shall cause the Company not to, directly or indirectly, (ia) solicit, initiate, initiate or encourage the submission of any proposal inquiries, proposals or offer offers from any person Person relating to the any acquisition of any capital stock the Shares or other voting securities the assets or business of the ParentCompany, or any assets of the Parent (including any acquisition structured as a merger, consolidationconsolidation or business combination with the Company, share exchange or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner to any effort or attempt by any person other Person to do or seek any of the foregoing, (i) participate in any discussions or negotiations, (ii) furnish to any other Person any information with respect to, or afford access to the properties, books or records of or relating to, the Company, or (iii) take otherwise cooperate in any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyway with, or assist or participate in, or facilitate or encourage any such effort. The Parent Seller shall promptly notify the Company immediately Buyer if any person makes such proposal or offer from any proposal, offer, inquiry, or contact Person with respect to any of the foregoingthereto is made.
Exclusivity. The Parent During the Interim Period, except as otherwise provided herein, the Company and its Affiliates shall not, and shall cause their Subsidiaries and their respective Representatives not (i) to, directly or indirectly, solicit, initiate, knowingly encourage or encourage assist, or respond to the submission of any proposal or offer from any person relating Person relating, with respect to the acquisition of any capital stock or other voting securities of the Parent, Company or any assets of the Parent its Subsidiaries, to any (including any acquisition structured as a mergeri) liquidation, consolidation, share exchange dissolution or other business combination)recapitalization, (ii) merger or consolidation, (iii) acquisition or purchase of all or a significant portion of the assets of, or any equity interest in, the Company or any of its Subsidiaries or (iv) similar transaction or business combination (a “Competing Transaction”), nor participate in any or continue any ongoing discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate in any other manner or encourage, any effort or attempt by any person Person to do pursue or seek effect a Competing Transaction or enter into any of the foregoing, or (iii) take any other action that is inconsistent agreement with the Transactions and that has the effect of avoiding the Closing contemplated herebyrespect to a Competing Transaction. The Parent Company shall, and shall notify the Company instruct all Representatives acting on its and its Affiliates’ behalf to immediately if cease any person makes existing activities, discussions and negotiations with any proposal, offer, inquiry, or contact Persons with respect to any of the foregoing. As soon as reasonably practicable after the date hereof, the Company shall instruct each Person (other than Parent and the Merger Subs and their representatives) in possession of confidential information about the Company that was furnished pursuant to a confidentiality agreement within the prior twelve (12) months in connection with any actual or potential proposal by such Person to acquire the Company (or any portion thereof) to promptly return or destroy all such information, subject to the terms of such confidentiality agreement.
Exclusivity. The Parent shall No Seller will (and Sellers will cause each Target not to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of all or any portion of the Business, including the Transferred Assets or any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of any Target (including any acquisition whether structured as a merger, consolidation, share exchange exchange, reinsurance transaction or other business combination), otherwise) (an “Acquisition Proposal”) or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any Acquisition Proposal. In the event that Sellers or any of their Affiliates (including the Targets) receive an Acquisition Proposal, Sellers shall promptly, but in no event later than forty-eight hours thereafter, notify Buyer in writing of such proposal and provide a copy thereof (if in written or electronic form) or, if in oral form, a written summary of the foregoingterms and conditions thereof, or (iii) take any other action that is inconsistent with including the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any names of the foregoinginterested parties.
Exclusivity. The Parent shall Seller will not (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of Seller (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall Lumen will not (iand will not cause or permit any of its Subsidiaries to) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any all or substantially all of the capital stock or other voting securities assets of the Parent, Lumen or any assets of the Parent its Subsidiaries (including any acquisition structured as a merger, consolidation, or share exchange or other business combinationexchange); provided, (ii) however, that Lumen, its Subsidiaries, and their directors and officers will remain free to participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with foregoing to the Transactions and that has the effect of avoiding the Closing contemplated herebyextent their fiduciary duties may require. The Parent Lumen shall notify the Company Acorn immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall Until this Agreement is terminated by its terms, the Seller will not (iand will not cause or permit any Affiliate, manager, officer, employee, member or agent of its to) directly or indirectly (a) solicit, initiate, initiate or encourage the submission of any proposal or offer from any person Person (including any of them) relating to the any (i) liquidation, dissolution or recapitalization of, (ii) merger or consolidation with or into, (iii) acquisition or purchase of any capital stock material asset (or other voting securities any material portion of the Parentassets) of, or any assets equity interest in, or (iv) similar transaction or business combination involving, the Seller or any Purchased Assets (other than, prior to the Closing Date only, dispositions in the Ordinary Course of the Parent Purchased Assets or which have been replaced with Purchased Assets of equal or greater value and utility); or (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person other Person to do or seek any of the foregoing, or (iii) take . The Seller further agrees to promptly notify the Buyer in the event that the Seller receives any such inquiries of the type mentioned above from any other action that Person indicating or suggesting an interest in acquiring all or any part of the Business, Purchased Assets or Excluded Assets. Until this Agreement is inconsistent terminated in accordance with its terms, the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall Seller will notify the Company immediately Buyer if any person Person makes any proposal, offer, inquiry, proposal or contact offer with respect to any of the foregoing.
Exclusivity. The Parent shall During the term of this Agreement, Seller will not (and Seller will not exercise its rights as a Member of the Company to cause or permit the Company or any of its Subsidiaries to) (i) solicit, initiate, initiate or encourage the submission of any proposal or offer from any person Person relating to the acquisition of Seller’s Interests in the Company or any capital stock or other voting securities substantial portion of the Parent, or any assets of the Parent (including Company or any acquisition structured as a merger, consolidation, share exchange of its Subsidiaries; or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing. During the term of this Agreement, or (iii) take Seller will not vote its Interests in favor of any other action that is inconsistent with the Transactions such acquisition without Buyer’s consent, and that has the effect of avoiding the Closing contemplated hereby. The Parent shall will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact inquiry of contract to Seller with respect to any of the foregoing.
Exclusivity. The Parent Neither Alamo CBD nor the Members shall not (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock Alamo CBD Interests or other voting securities of the ParentAlamo CBD, or any assets of the Parent Alamo CBD (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iiic) take any other action that is inconsistent with the Transactions contemplated under this Agreement and that has the effect of avoiding the Closing contemplated hereby. The Parent Each of Alamo CBD and the Members shall notify the Company immediately Indoor Harvest if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent From the Effective Date until the Closing, or the earlier termination of this Agreement in accordance with ARTICLE VIII, the Company and RXi shall not directly or indirectly: (ia) solicit, initiate, initiate or encourage the submission of any proposal or offer from any person Person relating to to, or enter into or consummate any transaction relating to, the acquisition of any capital stock Equity Interests in the Company or any merger, recapitalization, share exchange, sale of Assets (other voting securities than sales of inventory in the ParentOrdinary Course of Business) or any similar transaction or any other alternative to the Contemplated Transactions (whether such alternative would be accomplished directly with the Company or indirectly through a transaction with RXi), or any assets of the Parent (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner manner, any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent Company and RXi shall notify the Company Investors immediately if any person Person makes any proposal, offer, inquiry, inquiry or contact with respect to any of the foregoingforegoing (whether solicited or unsolicited).
Exclusivity. The Parent Russoil shall not (i) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of the ParentRussoil, or any assets of the Parent Russoil (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent Russoil shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent Except as set forth under Section 5.1(a)(iv), neither Company nor anyone acting on its behalf is currently involved, directly or indirectly, in any activity which is intended to, nor for so long as this Agreement is in effect, shall not Company or anyone acting on its behalf directly or indirectly, (ia) encourage, solicit, initiateinitiate or participate in discussions or negotiations with, or provide any information to or cooperate in any manner with any Person, other than Parent, LuxCo, BHN or their Affiliates (collectively “Excluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the sale of all or any part of the Business (other than in the ordinary course of business), whether such transaction takes the form of a sale of stock, assets, merger, consolidation, or issuance of debt securities or making of a loan or otherwise or any joint venture or partnership or (b) otherwise solicit, initiate or encourage the submission (or attempt to submit) of any inquiry or proposal contemplating the sale of all or any part of the Business, or (c) consummate any such transaction or accept any offer or agree to engage in any such transaction. Company shall promptly (within 24 hours) communicate to LuxCo or Parent the terms of any proposal, contract or sale which it may receive in respect of any of the foregoing and respond to any such communication in a manner reasonably acceptable to LuxCo or Parent. The notice of Company under this Section 5.4 shall include the identity of the person making such proposal or offer from any person relating to the acquisition of any capital stock offer, copies (if written) or other voting securities a written description of the Parent, or terms (if oral) thereof and any assets of the Parent (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any such information with respect to, assist thereto as LuxCo or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoingmay reasonably request.
Exclusivity. The Parent shall No Sellers will (and Sellers will not cause or permit any of the NPS Entities to) (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of the Membership Interests or any interests, capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of any of the NPS Entities (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing. Sellers will not vote their interests in favor of any such acquisition whether structured as an asset purchase, merger, consolidation, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyshare exchange. The Parent shall Sellers will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall Until this Agreement is terminated pursuant to §7 below or the Closing Date, Seller will not, and will cause the Company and their respective directors, officers or employees, agents or representatives not to, (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets portion of the Parent assets, of the Company (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions . Seller and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company will notify Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoingforegoing and will provide copies of any such offer or a written summary of the terms of any oral offer within two (2) days of the receipt thereof by Seller or the Company.
Exclusivity. The Parent shall not (i) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of the Parent, or any assets of the Parent (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Initial Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent From the date of this Agreement through the earlier of the Closing Date or the termination of this Agreement, Seller and its Affiliates shall not (and shall cause their representatives not to) (i) solicit, initiate, facilitate or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock all or other voting securities a majority of the Parent, Transferred Business in any State; or any assets of the Parent (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall None of the Sellers will (and the Sellers will not cause or permit the Company to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets (other than dispositions of inventory or other assets in the Parent Ordinary Course of Business) (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing. None of the Sellers will vote their Company Shares in favor of any such acquisition structured as a merger, consolidation, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyshare exchange. The Parent shall Sellers will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall From the date of this Agreement until the Closing, the Company will not directly or indirectly: (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to to, or enter into or consummate any transaction relating to, the acquisition of any capital stock or other voting securities of equity interests in either the Parent, Company or any assets of the Parent (including any acquisition structured as a merger, consolidationrecapitalization, share exchange exchange, sale of substantial Assets (other than sales of inventory in the Ordinary Course of Business) or other business combination), any similar transaction or alternative to the Contemplated Transactions or (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall Company will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, inquiry or contact with respect to any of the foregoingforegoing (whether solicited or unsolicited).
Exclusivity. The Parent shall Company will not, and will not cause or permit any of its Subsidiaries, directors or officers to: (i1) solicit, initiate, encourage or encourage entertain the submission of any proposal or offer from any person Person relating to the acquisition of any all or substantially all of the capital stock or other voting securities assets of the Parent, Company or any assets of the Parent its Subsidiaries (including any acquisition structured as a merger, consolidation, or share exchange or other business combinationexchange), ; (ii2) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with except in the Transactions and that has case of directors to the effect of avoiding the Closing contemplated herebyextent their fiduciary duties may require. The Parent shall Company will notify the Company Shell immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoingforegoing (an “Acquisition Proposal”) or if the Board of Directors of Company shall have approved, recommended executed or entered into an Acquisition Proposal, or resolved to do so. The foregoing notwithstanding, Company may solicit offers, participate in negotiations, and execute any necessary agreements related solely to the sale of the assets of LACD. The provisions of this Section 3.I shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreement.
Exclusivity. The Parent shall Seller and its Affiliates will not (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of the Managed Vision Business or the Purchased Assets, or any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent Seller or its Subsidiaries (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall Seller will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoingforegoing and the details of any such proposal, offer, inquiry, or contact. Each Party acknowledges and agrees that any remedy at law for breach of the foregoing covenant shall be inadequate, and in addition to any other relief which may be available, the non-breaching party shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages, posting bond or providing surety, and without regard to the adequacy of any remedy at law. The Seller represents and warrants that as of the date hereof there are no stand-by agreement or back-up contract with respect to the sale of the Seller, its Subsidiaries, the Managed Vision Business or all or substantially all of the Purchased Assets.
Exclusivity. The Parent shall Seller will not (and Seller will not cause or permit Target to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of Target (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take . Seller will not vote its Target Shares in favor of any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebysuch acquisition. The Parent shall Seller will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall not From the date hereof until the Closing Date, neither the Company nor the Sellers will (or will cause or permit any of its respective stockholders, directors, officers, Affiliates or representatives to) directly or indirectly, (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to to, or enter into or consummate any transaction relating to, the acquisition of any all or substantially all of the capital stock or other voting securities of the Parent, or any assets of the Parent Company (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall Company and the Sellers will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, inquiry or contact with respect to any of the foregoingforegoing (whether solicited or unsolicited).
Exclusivity. The Parent shall not (i) From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with its terms, neither the Company nor its Subsidiaries shall, directly or indirectly, through any officer, director, employee, agent, partner, affiliate or otherwise, solicit, initiate, initiate or encourage the submission of any proposal or offer from any person relating or entity relating, with respect to the Company or its Subsidiaries, to any (a) liquidation, dissolution or recapitalization, (b) merger or consolidation, (c) acquisition or purchase of any capital stock all or other voting securities a significant portion of the Parentassets of, or any assets of material equity interest in, the Parent Company or its Subsidiaries or (including any acquisition structured as d) similar transaction or business combination (a merger, consolidation, share exchange or other business combination“Competing Transaction”), (ii) nor participate in any or continue any discussions or negotiations regarding, or furnish to any other person or entity any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or facilitate in any other manner encourage, any effort or attempt by any person Person to do or seek any of the foregoingeffect a Competing Transaction, or accept any proposal or offer from any Person (iiiother than Parent and its Affiliates) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyrelating to a potential Competing Transaction. The Parent Company shall, and shall notify the Company cause all Persons acting on behalf of it to immediately if cease any person makes existing activities, discussions and negotiations with any proposal, offer, inquiry, or contact Persons with respect to any of the foregoing.
Exclusivity. The Parent Upon execution of this Agreement by all the parties hereto, Sellers shall not (and Sellers will not cause or permit the Company to) directly or indirectly through any director, officer, employee, agent, representative or otherwise (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities or any substantial portion of the Parent, or any assets of the Parent Company or any equity interest in Sellers (including any acquisition structured as a merger, consolidation, or share exchange or other business combinationexchange), or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall Sellers will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall Sellers will not (iand the Sellers will not cause or permit any Company to) (a) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of the Parentof, or any assets substantial portion of the Parent assets of, any Company (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing. The Sellers will not vote its equity interests in favor of any such acquisition structured as a merger, consolidation, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyshare exchange. The Parent shall Sellers will notify the Company Buyer immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent Neither Rossgaz nor the Company shall not (i) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of the ParentCompany, or any assets of the Parent Company (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent Rossgaz or the Company shall notify the Company Premier immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall None of Sellers will (and Sellers will not cause or permit Company to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock Interest or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of Company (including any acquisition structured as a merger, consolidation, share exchange or other business combination), membership interest exchange) or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take . None of Sellers will vote their Company Interests in favor of any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebysuch acquisition. The Parent shall Sellers will notify the Company Purchaser immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall Seller agrees that it will not, and will cause each of its Affiliates (including the Companies) not to, directly or indirectly, through any officer, director, agent or otherwise: (ia) solicit, initiate, initiate or encourage the submission of any proposal or offer from any person Person (other than the Buyer and its Affiliates and Representatives) relating to any transaction involving the acquisition sale of any capital stock equity interest in either Company or other voting securities of the Parent, or any assets of the Parent Business (including other than the sale of any acquisition structured as a assets in the ordinary course of business) or any acquisition, divestiture, merger, share exchange, consolidation, share exchange or other business combination, recapitalization, redemption, financing or similar transaction involving the Business (each an “Acquisition Proposal”); (b) institute, (ii) pursue or participate in any discussions discussion or negotiations negotiation regarding, or furnish any information with respect regard to, assist any Acquisition Proposal; or participate in(c) assist, cooperate with, facilitate or facilitate in any other manner encourage any effort or attempt by any person to do or seek any of the foregoing. The Seller shall promptly notify the Buyer if any such bona fide proposal or offer regarding an Acquisition Proposal that is superior to the Transactions is made orally or in writing and shall provide reasonable detail regarding the nature thereof and the Seller’s response thereto. Notwithstanding the foregoing, nothing in this Section 5.5 shall preclude any action or omission (i) for the purpose of exploring or effecting any Change of Control (or any transaction that would be a Change of Control but for such event involving an Affiliate of United Rentals, Inc.) or (iiiii) take required to comply with any other action that is inconsistent with applicable Law or the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any rules of the foregoingNew York Stock Exchange, including all reporting and disclosure requirements applicable to the Seller and its Affiliates, and any such actions or omissions shall not be deemed to be a breach of this Section 5.5.
Exclusivity. The Parent shall not No Acquired Asset Entity will, directly or indirectly through any Affiliate or other Person, (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock membership interests or other voting securities of the Parentsecurities, or any assets of the Parent Acquired Assets (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall Acquired Asset Entities will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing. Nothing in this §5(h) shall limit any Acquired Asset Entity from undertaking any of the aforementioned activities solely with respect to assets other than Acquired Assets or assets related to the additional plasma collection centers under §6(j) hereof.
Exclusivity. The Parent shall not (i) From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with its terms, neither the Company nor the Subsidiary shall, directly or indirectly, through any officer, director, employee, agent, partner, affiliate or otherwise, solicit, initiate, initiate or encourage the submission of any proposal or offer from any person relating or entity relating, with respect to the acquisition of Company or the Subsidiary, to any capital stock (i) liquidation, dissolution or other voting securities of the Parent, or any assets of the Parent (including any acquisition structured as a merger, consolidation, share exchange or other business combination)recapitalization, (ii) merger or consolidation, (iii) acquisition or purchase of all or a significant portion of the assets of, or any material equity interest in, the Company or the Subsidiary or (iv) similar transaction or business combination (a “Competing Transaction”), nor participate in any or continue any ongoing discussions or negotiations regarding, or furnish to any other person or entity any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or facilitate in any other manner encourage, any effort or attempt by any person or entity to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebya Competing Transaction. The Parent Company shall, and shall notify the Company cause all Persons acting on behalf of it to immediately if cease any person makes existing activities, discussions and negotiations with any proposal, offer, inquiry, or contact Persons with respect to any of the foregoing.
Exclusivity. The Parent shall not No Greinke Party will (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock Equity Interests or other voting securities any substantial portion of the Parent, or any assets of the Parent CFS (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take . Trust will not vote its Shares in favor of any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebysuch transaction. The Parent shall Greinke Parties will notify the Company UFEN immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoingforegoing and the terms of any such proposal, offer, inquiry, or contact.
Exclusivity. The Parent shall not From the date of this Agreement until the earlier of the termination of this Agreement in accordance with this Article VIII or the Closing Date, the Company covenants and agrees that neither it nor its employees, directors, officers, affiliates, agents or representatives shall, directly or indirectly (ia) solicit, initiate, initiate or encourage the submission of any proposal inquiries, proposals or offer offers from any person relating to the any sale, exchange, tender, acquisition or purchase of any capital stock all or other voting securities a material amount of the Parentassets or securities (including those held by its sole shareholder) of the Company, or any assets of the Parent (including any acquisition structured as a merger, consolidationconsolidation or business combination with the Company, share exchange or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner to any effort or attempt by any other person to do or seek any of the foregoingforegoing (i) participate in any discussions or negotiations, (ii) furnish to any other person any confidential information with respect to the Company or its Business, or (iii) take otherwise cooperate in any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyway with, or assist or participate in, or facilitate or encourage any such effort. The Parent Company shall promptly notify the Company immediately Purchaser if any person makes any proposal, such proposal or offer, inquiry, or any inquiry or contact with any person with respect to thereto, is made. The Company agrees that taking any such action shall constitute a material breach of the foregoingthis Agreement.
Appears in 1 contract Asset Purchase Agreement (M Wave Inc),
Exclusivity. The Parent shall BDE will not (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of BDE (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall BDE will notify the Company Atrinsic immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall Until Closing, the Seller will not (and the Seller will not cause or permit the Company to: (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of the Company (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing. The Seller will not any such acquisition structured as a merger, consolidation, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyshare exchange. The Parent shall Seller will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall Company will not (i) solicit, initiate, initiate or encourage the submission of any proposal or offer from any person Person other than the Parent Parties relating to the acquisition of any capital stock Equity Interests or other voting securities any substantial portion of the Parent, or any assets of the Parent Company (including any acquisition structured as a merger, consolidation, consolidation or share exchange exchange); or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person other than the Parent Parties to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Company will notify Parent shall notify the Company immediately promptly if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoingforegoing and the terms of any such proposal, offer, inquiry or contact.
Exclusivity. The Parent From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article IX, Seller shall not (iand shall cause the Companies and its and their respective Affiliates or any of their or their Affiliates’ Representatives not to) directly or indirectly: (a) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to to, or enter into or consummate any transaction relating to, the acquisition of any capital stock or other voting securities of Equity Interests in the Parent, Companies or any assets of the Parent (including any acquisition structured as a merger, consolidationrecapitalization, share exchange exchange, sale of Assets (other than sales of inventory in the Ordinary Course of Business) or any similar transaction or any other business combination), alternative to the Contemplated Transactions or (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner manner, any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent Neither TRADEON nor Best Green shall not (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of the ParentTRADEON or Best Green (as applicable), or any assets of the Parent TRADEON or Best Green (as applicable) (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iiic) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent Each shall notify the Company other immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent Neither HCP nor Organic Region shall not (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of the ParentHCP or Organic Region (as applicable), or any assets of the Parent HCP or Organic Region (as applicable) (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iiic) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent Each shall notify the Company other immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent Company agrees that between the date of this Agreement and the earlier of the Closing and the termination of this Agreement, the Company shall not, and shall cause its Subsidiaries and its and their respective Affiliates and Representatives not to, (ia) solicit, initiate, knowingly encourage or encourage the submission of accept any proposal or offer from any person relating to the acquisition of any capital stock that constitutes an Acquisition Proposal or other voting securities of the Parent, or any assets of the Parent (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (iib) participate in any discussions discussions, conversations, negotiations or negotiations other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or facilitate in knowingly encourage the submission of, any other manner any effort or attempt by any person to do or seek any of the foregoingproposal that constitutes, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebywould reasonably be expected to lead to, an Acquisition Proposal. The Parent shall notify the Company immediately if shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any person makes any proposal, offer, inquiry, or contact Persons conducted heretofore with respect to any of the foregoing, and, to the extent not done prior to the date of this Agreement, shall request all such Persons to promptly return or destroy all confidential information regarding the Company and its Subsidiaries previously delivered thereto. The Company shall notify Parent promptly, but in any event within 24 hours, orally and in writing if any Acquisition Proposal, or any inquiry or other contact with any Person with respect thereto, is made. Such notice to Parent shall indicate in reasonable detail the identity of the Person making such Acquisition Proposal, inquiry or other contact and, to the extent the Company has Knowledge thereof, the terms and conditions of such Acquisition Proposal, inquiry or other contact. The Company shall not, and shall cause its Subsidiaries not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement related to any potential or actual Acquisition Proposal to which the Company or any of its Subsidiaries is a party, without the prior written consent of Parent. “Acquisition Proposal” means any offer or proposal for, or any indication of interest in, any of the following (other than the Merger and the other transactions contemplated hereby): (i) any direct or indirect acquisition or purchase, in one transaction or a series of transactions, of (A) all or any portion of the capital stock of the Company or any of its Subsidiaries (other than pursuant to Options or AMACAI Options) or (B) assets of the Company or any of its Subsidiaries (other than inventory or other assets to be sold to customers in the ordinary course of business consistent with past practice), (ii) any merger, consolidation or other business combination relating to or involving the Company or any of its Subsidiaries, or (iii) any recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries.
Exclusivity. The Parent During the Interim Period, except as permitted by Section 5.2 and Section 5.5, the Company and its Affiliates shall not, and shall cause their Subsidiaries and their respective Representatives not (i) to, directly or indirectly, solicit, initiate, knowingly encourage or encourage assist, or respond to the submission of any proposal or offer from any person relating Person relating, with respect to the acquisition of any capital stock or other voting securities of the Parent, Company or any assets of the Parent its Subsidiaries, to any (including any acquisition structured as a mergeri) liquidation, consolidation, share exchange dissolution or other business combination)recapitalization, (ii) merger or consolidation, (iii) acquisition or purchase of all or a significant portion of the assets of, or any equity interest in, the Company or any of its Subsidiaries or (iv) similar transaction or business combination (a “Competing Transaction”), nor participate in any or continue any ongoing discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate in any other manner or encourage, any effort or attempt by any person Person to do pursue or seek effect a Competing Transaction or enter into any of the foregoing, or (iii) take any other action that is inconsistent agreement with the Transactions and that has the effect of avoiding the Closing contemplated herebyrespect to a Competing Transaction. The Parent Company shall, and shall notify the Company instruct all Representatives acting on its and its Affiliates’ behalf to immediately if cease any person makes existing activities, discussions and negotiations with any proposal, offer, inquiry, or contact Persons with respect to any of the foregoing. As soon as reasonably practicable after the date hereof, the Company shall instruct each Person (other than Parent and the Merger Subs and their representatives) in possession of confidential information about the Company that was furnished pursuant to a confidentiality agreement within the prior twelve (12) months in connection with any actual or potential proposal by such Person relating to a Competing Transaction to promptly return or destroy all such information, subject to the terms of such confidentiality agreement.
Exclusivity. The Parent From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with ARTICLE IX, neither the Target Companies nor any Seller shall (and the Target Companies and Sellers shall not cause or permit their respective Affiliates or any of their or their Affiliates’ Representatives to) directly or indirectly: (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to to, or enter into or consummate any transaction relating to, the acquisition of any capital stock or other voting securities of Equity Interests in the Parent, Acquired Companies or any assets of the Parent (including any acquisition structured as a merger, consolidationrecapitalization, share exchange exchange, sale of Assets (other than sales of inventory in the Ordinary Course of Business) or any similar transaction or any other business combination), alternative to the Contemplated Transactions or (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner manner, any effort or attempt by any person Person to do or seek any of the foregoing. None of the Sellers shall vote their Target Shares in favor of any such acquisition structured as a merger, consolidation, share exchange or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyotherwise. The Parent Target Companies and the Sellers shall notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, inquiry or contact with respect to any of the foregoingforegoing (whether solicited or unsolicited).
Exclusivity. The Parent Through the earlier of the Closing or the date of termination of this Agreement, none of the Seller or the Company shall, directly or indirectly, through any director, officer, employee, agent, representative or otherwise (and each of said parties shall use reasonable efforts to insure such Persons shall not directly or indirectly) (i) solicit, initiate, initiate or encourage the submission of any proposal inquiries, proposals or offer offers from any person Person relating to (x) any business combination with respect to the acquisition Company or its assets or business; or (y) the sale of any of the assets and/or capital stock or other voting securities of the Parent, or any assets of the Parent Company (including any acquisition structured as a merger, consolidation, share exchange or other business combinationan "Alternative Transaction"), (ii) enter into or participate in any negotiations, or initiate any discussions or negotiations regardingcontinue any discussions initiated by others, regarding any Alternative Transaction, or furnish to any other Person any information with respect toto the Company or the assets or business of the Company for the purposes of pursuing a possible Alternative Transaction with any other party, assist or (iii) otherwise participate in, assist, facilitate or facilitate in any other manner encourage any effort or attempt by any person other Person to do or seek any of the foregoing. The Company and/or the Seller shall promptly notify the Buyer of any proposal or inquiry made to it or any of its directors, officers, employees, agents, representatives, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact otherwise with respect to any of the foregoing.
Exclusivity. The Parent shall Sellers will not (and will cause the Company not to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of the Company (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take . No Seller will vote its Shares in favor of any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoingsuch action.
Exclusivity. The Parent shall For so long as this Agreement has not been terminated in accordance with its terms, none of the Sellers or the Company shall, directly or indirectly, (i) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of the Seller Shares or any capital stock or other voting securities of the Parentsecurities, or any assets of the Parent (including any acquisition structured as a merger, consolidation, or share exchange exchange) of the Company or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing. None of the Sellers will vote the shares of the Company’s Common Stock held by them in favor of any such acquisition structured as a merger, consolidation, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyshare exchange. The Parent Sellers shall notify the Company Purchaser immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent Neither Party nor the Alamo Surviver Members shall not (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock an interest in the Parties, or other voting securities of the ParentParties, or any assets of the Parent Parties (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iiic) take any other action that is inconsistent with the Transactions contemplated under this Agreement and that has the effect of avoiding the Closing contemplated hereby. The Parent Each of the Parties and the Alamo Surviver Members shall notify the Company immediately one another if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent (a) During the period from the date hereof through the one year anniversary of the date hereof, Seller shall not, and shall cause its Affiliates and agents, directly or indirectly, not to (i) solicit, initiate, initiate or encourage the submission any inquiries, discussions or proposals from any other Person relating to a possible acquisition of any proposal part of the Shares; (ii) continue, solicit, encourage or offer from enter into negotiations or discussions relating to any person such possible acquisition; (iii) furnish to any other Person any information (not already in the public domain) relating to the acquisition transactions contemplated hereby; or (iv) enter into or consummate any agreement or understanding providing for any such possible acquisition. To the extent Seller or any of its Affiliates is contacted or solicited in writing by any Person in connection with the purchase of Shares, Seller shall notify Purchaser in writing of any capital stock such written proposal or other voting securities of the Parentoffer, or any assets of the Parent (including any acquisition structured as a merger, consolidation, share exchange inquiry or other business combination), (ii) participate in contact with any discussions or negotiations regarding, furnish any information Person with respect tothereto, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any each case promptly after such proposal, offer, inquiry, inquiry or contact is made and shall, in any such notice to Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. (b) Notwithstanding the foregoing, the restriction on Seller set forth in Section 4.1(a) shall apply only with respect to any 10,013 of the foregoingremaining Shares.
Exclusivity. The Parent shall not From the date of this Agreement until the earlier of the termination of this Agreement in accordance with this Article VIII or the Closing Date, the Company covenants and agrees that neither the Company nor its Subsidiaries or any of their Shareholders, respective employees, officers, Affiliates, agents or representatives shall, directly or indirectly (ia) solicit, initiate, initiate or encourage the submission of any proposal inquiries, proposals or offer offers from any person relating to the any sale, exchange, tender, acquisition or purchase of any capital stock all or other voting securities a material amount of the Parentassets or securities (including those held by the Shareholders) of the Company or the Subsidiaries, or any assets of the Parent (including any acquisition structured as a merger, consolidationconsolidation or business combination with, share exchange the Company or other business combination)the Subsidiaries, or (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner to any effort or attempt by any other person to do or seek any of the foregoingforegoing (i) participate in any discussions or negotiations, (ii) furnish to any other person any confidential information with respect to the Company or its Business, or (iii) take otherwise cooperate in any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyway with, or assist or participate in, or facilitate or encourage any such effort. The Parent Company shall promptly notify the Company immediately Purchaser if any person makes any proposal, such proposal or offer, inquiry, or any inquiry or contact with any person with respect to thereto, is made. The Company agrees that taking any such action shall constitute a material breach of the foregoingthis Agreement.
Exclusivity. The Parent shall not Neither the Seller nor PFI will (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of the Seller (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall Seller and PFI will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.ARTICLE 7 CLOSING CONDITIONS
Exclusivity. The Parent U.S. Seller shall not and shall cause Company not to, and U.K. Seller shall not: (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of the Global Business or Company (including any acquisition structured as a merger, consolidation, or share exchange exchange); or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall Neither Seller will (and Sellers will not cause or permit the Company to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of the Company (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iii) take . Neither Seller will vote their Shares in favor of any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebysuch acquisition. The Parent shall Sellers will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall not None of the Sellers shall, directly or indirectly, (i) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of the Seller Shares or any capital stock or other voting securities of the Parentsecurities, or any assets of the Parent (including any acquisition structured as a merger, consolidation, or share exchange exchange) of the Company or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing. None of the Sellers will vote the shares of the Company’s Common Stock held by them in favor of any such acquisition structured as a merger, consolidation, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyshare exchange. The Parent Sellers shall notify the Company Purchasers immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall None of Sellers will (and Sellers will not cause or permit Target to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock units or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of Target (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take . None of Sellers will vote their Target Units in favor of any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebysuch acquisition. The Parent shall Sellers will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent Seller shall not, and shall cause the Company not to, (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of the Company Interests or any capital stock or other voting securities substantial portion of the Parent, or any assets of the Parent Assets (including any acquisition structured as a merger, consolidation, consolidation or share exchange exchange) or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent Until the Initial Closing, no Party hereto shall not (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of the ParentCompany or the Acquired Company, or any assets of the Parent Company (including any acquisition structured as a merger, consolidation, share exchange or other business combination), except in the Financing, (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iiic) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Initial Closing contemplated hereby. The Parent Each Party shall notify the Company other immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing. The terms of this Section 10.12 shall not supersede the binding terms of that Letter dated December 22, 2010 by and among the Acquiror Company, the Company and Hongri Fujian.
Exclusivity. The Parent Neither LAVI nor Minera shall not (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of the ParentLAVI or Minera (as applicable), or any assets of the Parent LAVI or Minera (as applicable) (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iiic) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent Each shall notify the Company other immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall None of the Sellers will (and the Sellers will not cause or permit the Company or any of its Subsidiaries to) (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of the Company or any of its Subsidiaries (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall Sellers will notify the Company Purchaser immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall not So long as this Agreement is in effect, neither of the Companies nor any Shareholder nor anyone acting on their behalf shall, directly or indirectly, (i) encourage, solicit, initiateinitiate or participate in discussions or negotiations with, or provide any information to or cooperate in any manner with any Person, other than Parent or its Affiliates (collectively “Excluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the sale of all or any part of the business of any of the Companies or the capital stock or other securities of any of the Companies, whether such transaction takes the form of a sale of stock or assets, merger, consolidation or otherwise or any joint venture or partnership, or (ii) otherwise solicit, initiate or encourage the submission of any proposal contemplating the sale of all or offer from any person relating to part of the acquisition business of any of the Companies or the capital stock or other voting securities of any Company, whether such transaction takes the Parentform of a sale of stock or assets, merger, consolidation or otherwise or any assets of the Parent (including any acquisition structured as a merger, consolidation, share exchange joint venture or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, partnership or (iii) take consummate any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebysuch transaction or accept any offer or agree to engage in any such transaction. The Companies or Shareholders shall promptly (within 24 hours) communicate to Parent shall notify the Company immediately if any person makes terms of any proposal, offer, inquiry, contract or contact with sale which it may receive in respect to of any of the foregoingforegoing and respond to any such communication in a manner reasonably acceptable to Parent. The Notice of the Companies or the Shareholders under this Section 6.3 will include the identity of the person making such proposal or offer, copies (if written) or a written description of the terms (if oral) thereof and any other such information with respect thereto as Parent may reasonably request.
Appears in 1 contract Agreement (Accoona Corp),
Exclusivity. The Parent Until the Closing, none of the Transferred Companies, or any Seller shall, and each shall cause its Affiliates and its and their Representatives not to, (ia) solicit, initiate, encourage or encourage the submission of accept any proposal or offer from any person relating that constitutes or could reasonably be expected to the acquisition of any capital stock or other voting securities of the Parentlead to an Acquisition Proposal, or any assets of the Parent (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (iib) participate in any discussions discussions, conversations, negotiations or negotiations other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate in or encourage the submission of, any other manner any effort or attempt by any person to do or seek any of the foregoingproposal that constitutes, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebycould reasonably be expected to lead to, an Acquisition Proposal. The Parent Transferred Companies and each Seller shall notify the Company immediately if cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any person makes any proposal, offer, inquiry, or contact Persons conducted heretofore with respect to any of the foregoing, and shall request of all such Persons to promptly return or destroy all confidential information regarding the Company or any of its Subsidiaries previously delivered thereto. The Transferred Companies and each Seller shall notify the Buyer promptly, but in any event within 48 hours, orally and in writing if any Acquisition Proposal, or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, is made to such Person. Such notice to the Buyer shall indicate in reasonable detail the identity of the Person making such proposal, inquiry or other contact and the terms and conditions thereof. None of the Transferred Companies or any Seller shall release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any Transferred Company or any Seller is a party, without the prior written consent of the Buyer. “Acquisition Proposal” means any offer or proposal for, or any indication of interest in, any of the following (other than the Acquisition): (i) any direct or indirect acquisition or purchase, in one transaction or a series of transactions, of (A) all or a substantial portion of the limited liability company interests or other equity interests of the Company or any of its Subsidiaries or (B) all or a substantial portion of the assets of the Company or any of its Subsidiaries, (ii) any merger, consolidation or other business combination relating to or involving the Company or any of its Subsidiaries, or (iii) any recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries.
Exclusivity. The Parent shall Until January 15, 2010, the Seller will not (and the Seller will not cause or permit the Company to: (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of the Company (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing. The Seller will not vote his Shares in favor of any such acquisition structured as a merger, consolidation, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyshare exchange. The Parent shall Seller will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall Equus will not (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person other than MVC relating to any consolidation, reorganization, or other business combination involving the acquisition of any assets outside the Ordinary Course of Business, capital stock or other voting securities securities, of the Parent, Equus or any assets of the Parent subsidiary (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person other than MVC to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall Seller will not (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of Seller (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall Seller will notify the Company Purchaser immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article IX, neither the Company nor the Sellers shall (and the Company and Sellers shall not cause or permit their respective Affiliates or any of their or their Affiliates’ Representatives to) directly or indirectly: (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to to, or enter into or consummate any transaction relating to, the acquisition of any capital stock or other voting securities of Equity Interests in the Parent, Acquired Companies or any assets of the Parent (including any acquisition structured as a merger, consolidationrecapitalization, share exchange exchange, sale of Assets (other than sales of inventory in the Ordinary Course of Business) or other business combination), any similar transaction or (iib) participate engage in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner encourage any effort or attempt by any person Person to do or seek any of the foregoing. None of the Sellers shall vote their Shares in favor of any such acquisition structured as a merger, consolidation, share exchange or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyotherwise. The Parent Company and the Sellers shall notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, inquiry or contact with respect to any of the foregoingforegoing (whether solicited or unsolicited).
Exclusivity. The Parent shall not Neither the Company nor any of the Subsidiaries will, directly or indirectly: (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of the Company or any of its Subsidiaries (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Company will notify Parent shall notify the Company immediately promptly if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall not None of the Sellers or the Company shall, directly or indirectly, (i) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of the Seller Shares or any capital stock or other voting securities of the Parentsecurities, or any assets of the Parent (including any acquisition structured as a merger, consolidation, or share exchange exchange) of the Company or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing. None of the Sellers will vote the shares of the Company’s Common Stock held by them in favor of any such acquisition structured as a merger, consolidation, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyshare exchange. The Parent Sellers shall notify the Company Purchaser immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall From the date of this Agreement until the earlier of the Closing and any termination of this Agreement, Seller will not (iand Seller will not permit any Subsidiaries of Seller, their Affiliates or their Representatives) directly or indirectly: (a) solicit, initiate, or encourage the submission of any proposal or offer from any person third party (other than Parent, the Surviving Entity and their designees) relating to the acquisition of any capital stock or other voting securities of the ParentSeller or its Subsidiaries, or any assets of the Parent (including any acquisition structured as a merger, consolidationrecapitalization, share exchange exchange, sale of substantial assets (other than sales in the ordinary course of business) or other business combination), any similar transaction or alternative to the transactions contemplated by this Agreement or (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person third party (other than Parent, the Surviving Entity and their designees) to do or seek or agree to do or seek any of the foregoing. Seller will immediately cease and cause to be terminated any existing activities, discussions or (iii) take negotiations with any other action that is inconsistent with parties conducted on or prior to the Transactions and that has the effect date of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact this Agreement heretofore with respect to any of the foregoing.
Exclusivity. The Parent Upon the execution of this Agreement by the Parties, AzERx shall immediately cease and desist and discontinue and cause to be terminated any and all existing activities with respect to any of the following and shall not, directly or indirectly (through any officer, director, former director, affiliate, employee, attorney, accountant, financial advisor, subsidiary, independent representative or independent agent or any other advisor or representative of AzERx), solicit, initiate, encourage or take any action to facilitate (including by way of furnishing information or engaging in discussions or negotiations) any inquiries, proposals or offers that constitute, or could reasonably be expected to lead to or relate to an acquisition proposal by another party. From and after the date hereof, AzERx will not (i) solicit, initiate, initiate or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of AzERx (including any acquisition structured as a merger, consolidation, consolidation or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent AzERx shall notify the Company immediately OrthoLogic promptly if any person Person makes any proposal, offer, inquiry, inquiry or contact with respect to any of the foregoing.
Exclusivity. The Parent a) Upon execution of this Agreement by all the parties hereto, Seller shall not (and Seller will not cause or permit the Company to) directly or indirectly through any director, officer, employee, agent, representative or otherwise (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities or any substantial portion of the Parent, or any assets of the Parent Company or any equity interest in Seller (including any acquisition structured as a merger, consolidation, or share exchange or other business combinationexchange), or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall Seller will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.Purchase and Sale Agreement
Exclusivity. The Parent shall Sellers will not, and will not permit anyone acting on their behalf, to (i) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any portion of the Business or the Assets or the acquisition of the capital stock or other voting securities of the Parent, Sellers or any assets of the Parent Selling Party (including entering into any acquisition structured as a restructuring, merger, consolidation, consolidation or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or assist, participate in, or facilitate in any other manner any effort or attempt by any person or entity to do or seek seek, any of the foregoing. Sellers will immediately notify Buyer, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately in writing, if any person or entity makes any proposal, offer, inquiry, inquiry or contact with respect to any of the foregoingsuch acquisition or transaction.
Exclusivity. The Parent shall not Between the date hereof and the Closing Date (ior the earlier termination of this Agreement pursuant to ARTICLE 10), no Seller Party will (a) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock Equity Interests or other voting securities any substantial portion of the Parent, or any assets of any of the Parent Acquired Entities (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with . Between the Transactions date hereof and that has the effect of avoiding the Closing contemplated herebyDate (or the earlier termination of this Agreement pursuant to ARTICLE 10), no Seller will vote its Shares in favor of any such transaction. The Parent shall Seller Parties will notify the Company immediately Buyer as soon as practicable if any person Person makes any proposal, offer, inquiry, or contact bona fide proposal offer with respect to any of the foregoing.
Exclusivity. The Parent shall Until the termination of this Agreement, the Shareholders will not (iand the Shareholders will not cause or permit the Company or BFI to): (a) solicit, initiate, initiate or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets of the Parent assets of, the Company or BFI (including any acquisition structured as a merger, consolidation, or share exchange exchange); or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent Neither Fuhua nor Leading Asia shall not (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of the ParentFuhua or Leading Asia (as applicable), or any assets of the Parent Fuhua or Leading Asia (as applicable) (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iiic) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent Each shall notify the Company other immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent Neither Shell Company nor RISE KING shall not (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of the ParentShell Company or RISE KING (as applicable), or any assets of the Parent Shell Company or RISE KING (as applicable) (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iiic) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent Each shall notify the Company other immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall not Except for the Precedence Transactions, no Seller Party will (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock Equity Interests or other voting securities any substantial portion of the Parent, or any assets of the Parent Company or any of its Subsidiaries (including any acquisition structured as a merger, consolidation, or share exchange or other business combinationexchange), or (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take . No Seller will vote its Shares in favor of any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebysuch transaction. The Parent shall Seller Parties will notify the Company Purchaser immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoingforegoing including the terms of any such proposal, offer, inquiry, or contact.
Exclusivity. The Parent shall GANDTEX will not (and GANDTEX will not cause or permit any of its Subsidiaries to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of GANDTEX or any of its Subsidiaries (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall GANDTEX will notify the Company SMFI immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall not During the pendency of this Agreement, none of the Sellers or the Company shall, directly or indirectly, (i) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of the Seller Shares, Seller Notes or any capital stock or other voting securities of the Parentsecurities, or any assets of the Parent (including any acquisition structured as a merger, consolidation, or share exchange exchange) of the Company or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing. None of the Sellers will vote the shares of the Company’s Common Stock held by them in favor of any such acquisition structured as a merger, consolidation, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyshare exchange. The Parent Sellers shall notify the Company Purchaser immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall not So long as this Agreement is in effect, neither Seller nor any Member nor anyone acting on their behalf shall, directly or indirectly, (i) encourage, solicit, initiateinitiate or participate in discussions or negotiations with, or provide any information to or cooperate in any manner with any Person, other than Parent or its Affiliates (collectively “Excluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the sale of all or any part of the Business of Seller or the capital stock or other securities of Seller, whether such transaction takes the form of a sale of stock or assets, merger, consolidation or otherwise or any joint venture or partnership, or (ii) otherwise solicit, initiate or encourage the submission of any proposal contemplating the sale of all or offer from any person relating to part of the acquisition Business of any Seller or the capital stock or other voting securities of Seller, whether such transaction takes the Parentform of a sale of stock or assets, merger, consolidation or otherwise or any assets of the Parent (including any acquisition structured as a merger, consolidation, share exchange joint venture or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, partnership or (iii) take consummate any other action that is inconsistent with such transaction or accept any offer or agree to engage in any such transaction. Seller or the Transactions and that has Members shall promptly (within 24 hours) communicate to Parent the effect terms of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, contract or contact with sale which it may receive in respect to of any of the foregoingforegoing and respond to any such communication in a manner reasonably acceptable to Parent. Seller or the Members under this Section 6.3 will include the identity of the person making such proposal or offer, copies (if written) or a written description of the terms (if oral) thereof and any other such information with respect thereto as Parent may reasonably request.
Exclusivity. The Parent shall Seller will not (and the Seller will not cause or permit any of its officers, directors, agents or Affiliates to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating or enter into or consummate any transaction relating to the acquisition of any capital stock or other voting securities portion of the ParentAcquired Assets or the Business (other than sales of inventory in the Ordinary Course of Business), or any assets of the Parent (including any acquisition structured as a merger, consolidation, or share exchange exchange, or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing; provided, however, that the Seller and its officers, directors, agents or Affiliates will remain free to participate in any discussions or negotiations regarding, furnish information with respect to, assist or participate in, or (iii) take facilitate in any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if manner any person makes effort or attempt by any proposal, offer, inquiry, Person to do or contact with respect to seek any of the foregoingforegoing to the extent legal counsel has informed them in writing that their fiduciary duties require.
Exclusivity. The Parent shall Seller will not (and Seller will not cause or permit any CP Entity to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of any CP Entity (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing. Seller will not vote his Shares in favor of any such acquisition structured as a merger, consolidation, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyshare exchange. The Parent shall Seller will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall None of Sellers will (and Sellers will not cause or permit the Target to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of the Target (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take . None of Sellers will vote their Target Shares in favor of any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebysuch acquisition. The Parent shall Target and Sellers will notify the Company immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall not None of Sellers will (and the Company and its Subsidiaries will not, nor will Sellers cause or permit Company or any of its Subsidiaries to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of Company or any of its Subsidiaries (including any acquisition structured as a merger, consolidation, or share exchange exchange) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take . None of Sellers will vote their Shares in favor of any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebysuch acquisition. The Parent shall Company and Sellers will notify the Company Purchaser immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Each of the Seller and the Parent shall will not (and will not cause or permit any of its directors, officers, employees, or agents to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to the acquisition of any capital stock or other voting securities of the Parentsecurities, or any assets substantial portion of the Parent assets, of the Seller (including any acquisition structured as a merger, consolidation, or share exchange or other business combinationexchange), or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with . Each of the Transactions Seller and that has the effect of avoiding the Closing contemplated hereby. The Parent shall will notify the Company Buyer in writing immediately if any person Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent Through the earlier of the Closing or the date of termination of this Agreement pursuant to Section 11 hereof, none of the Company or the Sellers shall, directly or indirectly, through any director, officer, employee, agent, broker, representative or otherwise (and each of said Parties shall use reasonable efforts to insure such Persons shall not directly or indirectly) (i) solicit, initiate, initiate or encourage the submission of any proposal inquiries, proposals or offer offers from any person Person relating to (x) any business combination with respect to the acquisition Company or the business of the Company; or (y) the sale of any of the assets and/or capital stock or other voting securities of the Parent, or any assets of the Parent Company (including any acquisition structured as a merger, consolidation, share exchange or other business combinationan "Alternative Transaction"), (ii) enter into or participate in any negotiations, or initiate any discussions or negotiations regardingcontinue any discussions initiated by others, regarding any Alternative Transaction, or furnish to any other Person any information with respect toto the assets or business of the Company or its business for the purposes of pursuing a possible Alternative Transaction with any other party, assist or (iii) otherwise participate in, assist, facilitate or facilitate in any other manner encourage any effort or attempt by any person other Person to do or seek any of the foregoingforegoing except as required by law as fiduciaries. The Company shall promptly notify the Purchaser of any proposal or inquiry made to it or the Sellers or any of its directors, officers, employees, agents, representatives, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact otherwise with respect to any of the foregoing.
Exclusivity. The Parent shall not No Seller will (or will permit any Company, Affiliate or any, director, officer, agent or representative thereof to) (i) solicit, initiate, initiate or encourage the submission of any proposal or offer from any person Person relating to the acquisition (directly or indirectly) of any capital stock Equity Interests or other voting securities any of the Parent, or any assets of the Parent Companies (including any acquisition structured as a merger, consolidation, lease or share exchange exchange, but excluding transactions that do not require Buyer’s consent pursuant to Section 5(c)(i)) or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing, or (iii) take . Sellers will use their commercially reasonable efforts to cause their financial advisors and other representatives not to do any other action that is inconsistent with of the Transactions and that has the effect of avoiding the Closing contemplated herebyforegoing. The Parent shall Sellers will promptly notify the Company immediately Buyer if any person Person makes any proposal, offer, inquiry, inquiry or contact with respect to any of the foregoingforegoing and the terms of any such proposal, offer, inquiry or contact.
Exclusivity. The Parent shall From the date of this Agreement until the earlier of the Second Closing or the termination of this Agreement pursuant to Section 9, the Company will (and the Company will not permit its Affiliates or any of their or their Affiliates’ Representatives to) directly or indirectly: (ia) solicit, initiate, or encourage the submission of any proposal or offer from any person Person relating to to, or enter into or consummate any transaction relating to, the acquisition of any capital stock or other voting securities of equity interests in the Parent, Acquired Companies or any assets of the Parent (including any acquisition structured as a merger, consolidationrecapitalization, share exchange exchange, sale of substantial Assets (other than sales of inventory in the Ordinary Course of Business) or other business combination), any similar transaction or alternative to the Contemplated Transactions or (iib) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person Person to do or seek any of the foregoing. None of the Sellers will vote their Shares in favor of any such acquisition structured as a merger, consolidation, share exchange or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyotherwise. The Parent shall Company and the Sellers will notify the Company Buyer immediately if any person Person makes any proposal, offer, inquiry, inquiry or contact with respect to any of the foregoingforegoing (whether solicited or unsolicited).
Exclusivity. The Parent Aegean or Aegean Stockholders shall not (i) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock shares or other voting securities of the ParentAegean or Aegean Stockholders, or any assets of the Parent (including Aegean or Aegean Stockholders(including any acquisition structured as a merger, consolidation, share exchange or other business combination), (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (iii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent Aegean Stockholders and Aegean shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. The Parent shall not (i) From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with its terms, neither Sellers, the Companies nor any of the Subsidiaries shall, directly or indirectly, through any officer, director, employee, agent, partner, Affiliate, shareholder or otherwise, solicit, initiate, initiate or encourage the submission of any proposal or offer from any person relating or entity relating, with respect to the acquisition of any capital stock or other voting securities of the Parent, Companies or any assets of the Parent Subsidiaries, to any (including any acquisition structured as a a) merger, consolidation, share exchange consolidation or other business combination, (b) acquisition or purchase of all or substantially all of the assets of, or all or any portion of the equity interests in, any of the Companies or any of the Subsidiaries, or (c) the entry into a recapitalization, reorganization or any other extraordinary business transaction (each, a “Competing Transaction”), (ii) nor enter into, participate in any discussions or continue any ongoing discussions, negotiations or other communications regarding, or furnish to any other person or entity any information with respect to, assist or participate in, otherwise cooperate in any way with or facilitate in any other manner any effort or attempt by any person or entity to do or seek effect a Competing Transaction. Sellers shall, and shall cause the Companies and the Subsidiaries to, immediately cease any of the foregoingexisting activities, or (iii) take discussions, negotiations and other communications with any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. The Parent shall notify the Company immediately if any person makes any proposal, offer, inquiry, or contact Persons with respect to any of the foregoingforegoing and request that such Persons destroy or return any confidential information. Sellers shall notify Buyers promptly, but in any event within 24 hours, orally and in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect to any Competing Transaction, is made. Any such notice to Buyers shall indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or other contact and the terms and conditions of such proposal, offer, inquiry or other contact.