Exclusivity Sample Clauses

Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco and Pubco will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such timePending Closing, if any, as this Agreement is terminated pursuant to this Agreement, Priveco and Pubco will not, neither the Shareholders nor the Company shall directly or indirectly, indirectly solicit, initiate, entertain initiate or accept encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity Person (other than Fenix) relating to any transaction involving (i) the sale of any of the Shareholders Shares, (ii) the sale of the business or assets (other than in the ordinary course of business), Business or any of its assets, other than sales of assets in the capital stock Ordinary Course of Priveco or PubcoBusiness, as applicable, or (iii) any merger, consolidation, business combination, combination or similar transaction involving the Company or (iv) any sale or issuance of shares of common stock or other than as contemplated by this Agreementequity securities in the Company.
Exclusivity. Until such timeThe Seller Parties shall not, if anyand shall cause any of their Affiliates not to, as this Agreement is terminated pursuant (i) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to this Agreement, Priveco and Pubco will notthe acquisition, directly or indirectly, solicitof the Station, initiatethe Business or the Purchased Assets, entertain or accept (ii) participate in any inquiries discussions or proposals fromnegotiations regarding, discuss or negotiate with, provide furnish any non-public information with respect to, assist or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business)participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the capital stock of Priveco or Pubcoforegoing. The Seller Parties will notify the Buyer immediately if any Person makes any proposal, as applicableoffer, inquiry, or contact with respect to any mergerof the foregoing, consolidationand will provide the Buyer with all details in the possession of the Seller Parties or their Affiliates concerning such proposal, business combinationoffer, inquiry, or similar transaction other than as contemplated by this Agreementcontact.
Exclusivity. Until such time, if any, as this Agreement Neither Company nor anyone acting on its behalf is terminated pursuant to this Agreement, Priveco and Pubco will notcurrently involved, directly or indirectly, in any activity which is intended to, nor for so long as this Agreement is in effect, shall Company or anyone acting on its behalf directly or indirectly, (a) encourage, solicit, initiate, entertain initiate or accept any inquiries participate in discussions or proposals from, discuss or negotiate negotiations with, or provide any non-public information toto or cooperate in any manner with any Person, other than Parent, LuxCo, BHN or their Affiliates (collectively "Excluded Persons"), or consider the merits an officer, partner, employee or other representative of any unsolicited inquiries or proposals froman Excluded Person, any person or entity relating to any transaction involving concerning the sale of all or any part of the business or assets Business (other than in the ordinary course of business), or any whether such transaction takes the form of the capital stock a sale of Priveco or Pubcostock, as applicableassets, or any merger, consolidation, business combinationor 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 similar (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, copies (if written) or a written description of the terms (if oral) thereof and any other than such information with respect thereto as contemplated by this AgreementLuxCo or Parent may reasonably request.
Exclusivity. Until such time, if Seller will not (and will not permit any, as this Agreement is terminated pursuant member, agent or representative thereof to) (i) solicit, initiate or encourage the submission of any proposal or offer from any Person relating to this Agreement, Priveco and Pubco will not, the acquisition (directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits ) of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), equity interests or any of the capital stock assets of Priveco or Pubco, Seller (including any acquisition structured as applicable, or any a merger, consolidation, business combinationlease or share exchange) or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or similar transaction facilitate in any other than as contemplated manner any effort or attempt by this Agreementany Person to do or seek any of the foregoing. Seller will use its commercially reasonable efforts to cause its financial advisors and other representatives not to do any of the foregoing. Seller will promptly notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing and the terms of any such proposal, offer, inquiry or contact.
Exclusivity. Until such time, if any, as From and after the Effective Date to the Closing or termination of this Agreement is terminated pursuant according to this Agreementthe terms hereof, Priveco and Pubco will notSeller shall not take any action, directly or indirectly, solicitto encourage, initiate, entertain initiate or accept any inquiries engage or proposals from, discuss participate in discussions or negotiate negotiations with, or provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals fromparty, any person or entity relating to any other than Buyer, concerning a potential transaction involving the purchase and sale of the business Property, the purchase and sale of all or assets (other than in substantially all of the ordinary course ownership interest of business)Seller, or any of transaction similar to the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementforegoing.
Exclusivity. Until such time, if any, as From the date of this Agreement is terminated pursuant to until the Closing or the termination of this AgreementAgreement in accordance with Section 5.2, Priveco Seller will not (and Pubco will not, not permit its respective Affiliates or any of its Affiliates' representatives to) directly or indirectly, : (a) solicit, initiate, entertain or accept encourage the submission of any inquiries proposal or proposals from, discuss or negotiate with, provide offer from any non-public information Person relating to, or consider the merits of any unsolicited inquiries enter into or proposals from, any person or entity relating to consummate any transaction involving relating to, the acquisition of the Purchased Assets or the Subsidiary or any merger, recapitalization, share exchange, sale of the business or substantial assets (other than sales of inventory in the ordinary course Ordinary Course of business)Business) or any similar transaction or alternative to the contemplated transactions hereunder or (b) 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 capital stock foregoing, except as may be required under the laws of Priveco Israel. Seller will notify Purchaser immediately if any Person makes any proposal, offer, inquiry or Pubco, as applicable, contact with respect to any of the foregoing (whether solicited or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementunsolicited).
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco Company and Pubco Catalyst will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco Company or PubcoCatalyst, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to the terms of this Agreement, Priveco and Pubco will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such time, if any, as Between the Execution Date and the earlier of the Closing Date or the date this Agreement is terminated pursuant to this Agreementterminated, Priveco Seller and Pubco will the Company shall not, and shall cause their Affiliates not to, directly or indirectly, solicitencourage, initiate, entertain solicit or accept engage in any inquiries proposal or proposals inquiry from, discuss or negotiate discussion or negotiation with, provide any non-public information toPerson (other than Buyer, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating Parent and their respective representatives) with respect to any transaction involving the sale of any Interests or the business or assets Properties (other than the sale of any Hydrocarbons in the ordinary course of businessbusiness or sales of equipment and materials that are surplus, obsolete or replaced), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such timeUnless the transaction has been terminated by mutual agreement of the Parties hereto, if anyfrom and after the date hereof until Closing or August 31, as this Agreement is terminated pursuant to this Agreement2008, Priveco and Pubco will not, the Company shall not directly or indirectlyindirectly (i) encourage, solicit, initiate, entertain engage or accept participate in discussions or negotiations with any inquiries person or proposals fromentity (other than Buyer) concerning any merger, discuss consolidation, sale of material assets, or negotiate withother business combination involving the Company or any division of the Company, or to sell the Shares; or (ii) provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets prospective acquirers (other than in the ordinary course of businessBuyer), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such timeFrom the date hereof and until the earlier of termination or expiration hereof and the Closing Date, if anySeller and its respective officers, as this Agreement is terminated pursuant to this Agreementdirectors, Priveco and Pubco will notemployees, directly agents or indirectlyother representatives acting on its behalf, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to shall not consummate any transaction involving the sale sale, transfer, license, pledge or other disposition, as the case may be, of any assets comprising of the business or assets Acquired IP of the Seller (other than in the ordinary course of businessa "Restricted Transaction"), or negotiate or encourage or solicit any of the capital stock of Priveco or Pubcooffers for, as applicablerespond to any unsolicited offers for, or conduct any mergernegotiations with any other person, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.in respect of any Restricted Transaction. IP Acquisition Option Agreement - AIT - Pulmonox
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco and Pubco will not, directly or indirectly, indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until Except with respect to this Agreement and the transactions contemplated hereby, the Company agrees that until such time, if any, time as this Agreement is terminated pursuant to this Agreementterminated, Priveco and Pubco it will not, and it will cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an "Agent") not to: (a) initiate, encourage, solicit or seek, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals fromthe making or implementation of any proposal or offer (including any proposal or offer to its stockholders or any of them) with respect to a merger, discuss acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or negotiate withsimilar transaction involving, or any purchase of all or any substantial portion of the assets or any securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as a "Proposal"); (b) engage in any negotiations concerning, or provide any non-public confidential information or data to, or consider the merits of have any unsolicited inquiries or proposals fromsubstantive discussions with, any person or entity relating to a Proposal; (c) otherwise facilitate or cooperate in any transaction involving effort or attempt to make, implement or accept a Proposal; or (d) enter into Contract with any Person relating to a Proposal. If the sale Company, any of the business its Subsidiaries or assets any Agent has provided any Person (other than in Parent or the ordinary course of business)Company's or its Subsidiaries' Agents) with any confidential information or data relating to a Proposal, they shall request the immediate return thereof. The Company shall notify Parent immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it, any of its Subsidiaries or any of their respective directors, officers, employees and Affiliates or, to its Knowledge, any other Agent. Such notice shall disclose the identity of the capital stock party making, and the terms and conditions of, any such Proposal, inquiry or request, and shall include a true and complete copy of Priveco such Proposal, inquiry or Pubcorequest, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementif in writing.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco The Buyer and Pubco the Target each will not, directly or indirectly, not (i) solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider encourage the merits submission of any unsolicited inquiries proposal or proposals from, offer from any person or entity Person relating to the acquisition of any transaction involving the sale of the business capital stock or assets (other than in the ordinary course of business)voting securities, or any substantial portion of the capital stock assets, of Priveco any of the Buyer or Pubco, the Target (including any acquisition structured as applicable, or any a merger, consolidation, business combinationor share exchange) or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or similar transaction facilitate in any other than manner any effort or attempt by any 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 contemplated by this Agreementa merger, consolidation, or share exchange. Each of the Buyer and the Target will notify each other Party immediately if any Person makes any proposal, off er, inquiry, or contact with respect to any of the foregoing.
Exclusivity. Until such time, if any, as From the date hereof until the earlier of the Closing Date or the date of termination of this Agreement is terminated pursuant to this AgreementSection 10.1, Priveco and Pubco will Seller agrees that it shall not, directly or indirectly, solicitthrough its Affiliates, initiatedirectors, entertain officers, shareholders, employees, agents, representatives or accept any inquiries otherwise, offer for sale or proposals fromparticipate in negotiations, discuss discussions or negotiate withdue diligence reviews, provide any non-public information towith respect to the sale, license or consider other transfer of rights or assets related to the merits of any unsolicited inquiries Purchased Assets or proposals fromthe Products, directly or indirectly, with any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this AgreementBuyer.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco and Pubco Xten will not, directly or indirectly, indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity (other than Broad Scope) relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicableXten, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementtransaction.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to During the term of this Agreement, Priveco and Pubco except with respect to this Agreement and the transactions contemplated hereby, the Seller agrees that it will not, and will cause the Company, its Subsidiaries and its and their respective directors, officers, managers, employees, Affiliates and other agents and representatives not to: (a) encourage, initiate, solicit, seek or respond to, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss the making or negotiate with, provide any non-public information to, or consider the merits implementation of any unsolicited inquiries proposal or proposals from, any person or entity relating offer with respect to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any a merger, acquisition, consolidation, recapitalization, business combination, liquidation, dissolution, equity investment or similar transaction other than as involving, or any purchase of all or any substantial portion of the assets or any equity or equity-linked securities of, the Company or its Subsidiaries, which could impair, prevent or delay or dilute the benefits to the Purchaser of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements (any such proposal or offer being hereinafter referred to as a "Proposal"); (b) continue, engage in, initiate or otherwise participate in, any negotiations concerning, or provide any information or data to, or have any substantive discussions with, any Person relating to a Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (d) enter into Contract with any Person relating to a Proposal.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco but in no event later than April 2, 2008, AMI and Pubco ATC will not, directly or indirectly, indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco AMI or PubcoATC, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
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Exclusivity. Until such timeIn consideration of the resources, if any, as time and expense that the Buyer has and will incur in connection with the transactions contemplated in this Agreement is terminated and the other Transaction Documents, the Sellers agree that they shall not, and shall cause their Affiliates and their respective Representatives not to, from the date hereof until the earlier of the termination of this Agreement pursuant to this AgreementArticle X and the Closing Date, Priveco and Pubco will not, (a) directly or indirectlyindirectly (including through Representatives) initiate, solicit, initiate, entertain facilitate or accept knowingly encourage any inquiries other proposal relating to a Competing Transaction (as defined below); (b) directly or proposals from, discuss indirectly (including through Representatives) negotiate or negotiate execute a confidentiality agreement with, provide or otherwise engage in discussions or negotiations with, or furnish or disclose any non-public information to, any party other than the Buyer and its designated Representatives, in each case, in connection with a Competing Transaction; (c) enter into any letter of intent, agreement in principle, arrangement, understanding or consider the merits of any unsolicited inquiries or proposals from, any person or entity contract relating to any Competing Transaction; or (d) otherwise cooperate in any way, including through the provision of confidential information, with any person in connection with a Competing Transaction. Without limiting the foregoing, upon execution of this Agreement, the Sellers shall, and shall cause their Representatives to, cease any and all discussions, negotiations or other activities described in the immediately preceding sentence with any other party engaged in discussions, negotiations or other activities with the Sellers or any of their Representatives regarding a Competing Transaction. As used in this Agreement, Competing Transaction means any direct or indirect sale, lease, license, exchange, mortgage, transfer or other disposition, or financing, in a single transaction involving the sale or series of related transactions, of all or any portion of the business Subject Interests or assets of the Assets or all or any portion of the Sellers equity interests, the Subject Interests, or any equity interests in any of the Acquired Companies (other than equity issuances to management in the ordinary course of businessbusiness and as otherwise previously disclosed to the Buyer), or any of the capital stock of Priveco or Pubcowhether by sale, as applicable, or any merger, consolidation, share exchange, business combination, purchase or similar sale of shares of capital stock or other equity interests or securities, reorganization or recapitalization, loan, issuance of securities or any other transaction other than as that would, or would reasonably be expected to, preclude or adversely affect the consummation of the transactions contemplated by this AgreementAgreement or any other Transaction Document; provided that Competing Transaction shall exclude any transaction solely to the extent involving any financing relating to any of the Acquired Companies that would not preclude or adversely affect the consummation of the transactions contemplated by this Agreement or any other Transaction Document.
Exclusivity. Until such timeFrom and after the date hereof and up to and through the Closing, if any, as this Agreement is terminated pursuant to this Agreement, Priveco and Pubco will notneither the Company nor its agents shall, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information respond to, except as required by law, or consider the merits of encourage any unsolicited inquiries proposal or proposals from, offer from any person or entity other party relating to any transaction involving the sale of the business equity or assets (other than in the ordinary course of business)equity linked financing transaction, or any sale of all or any material part of the capital stock Companys or any Subsidiarys business or assets, including, without limitation, any asset sale, exclusive license, merger, reorganization or other form of Priveco business combination having an effect or Pubco, as applicableresult similar to the transaction contemplated herein, or any merger, consolidation, business combination, or similar transaction other than as that would otherwise be inconsistent with the transactions contemplated by this Agreement. The Company will promptly notify the Purchaser in writing describing any contact between the Company or any Subsidiary or any of their respective agents or representatives and any other person or entity regarding any such discussion, offer, proposal or inquiry prior to and including the Closing Date, and in all cases the Purchaser will be given the opportunity to match the terms of any alternative transaction that is considered prior to and including the Closing Date.
Exclusivity. Until such time, if any, as From the date of this Agreement is terminated until the earlier of (a) the Final Closing Date and (b) termination of this Agreement pursuant to this AgreementSection 7.1, Priveco the Seller shall not, and Pubco will notshall use Reasonable Efforts to cause its Representatives and any other Person acting on its behalf not to, directly or indirectly, (a) solicit, initiate, entertain encourage, enter into, conduct, engage in or accept continue, any inquiries discussions, negotiations, communications, Contracts or proposals fromunderstandings, discuss whether written or negotiate oral or binding or non-binding, or continue any discussions, negotiations or communications with, or provide any non-public information or afford access to the properties, books or records of the Acquired Companies or relating to the Business or Acquired Assets to, any Person (other than the Purchaser, its Affiliates and its Representatives), in each case, concerning a sale (or consider possible sale) of the merits Business or all or a substantial portion of the Separately Owned Acquired Assets or the Acquired Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any unsolicited inquiries interest therein) or proposals fromotherwise (an Alternative Transaction), (b) agree to, accept, approve, endorse or recommend (or propose or announce any person intention or entity desire to agree to accept, approve, endorse or recommend) any Alternative Transaction, or (c) submit any Alternative Transaction to the vote of its stockholders. The Seller shall, and shall cause each of the other members of the Seller Group to, and shall use Reasonable Efforts to cause each of their Representatives to, immediately discontinue any ongoing communications or negotiations relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this AgreementAlternative Transaction.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to any of the provisions of this Agreement, Priveco but in no event later than the Closing Date, Zurvita and Pubco the Company will not, directly or indirectly, indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person Person or entity Entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco Zurvita or Pubcothe Company, as applicable, or any merger, consolidation, business combination, or similar transaction transaction, other than as contemplated by this Agreement.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco No Sellers will (and Pubco Sellers will not, directly not cause or indirectly, permit any of the NPS Entities to) (a) solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider encourage the merits submission of any unsolicited inquiries proposal or proposals from, offer from any person or entity Person relating to any transaction involving the sale acquisition of the business Membership Interests or assets (any interests, capital stock or other than in the ordinary course of business)voting securities, or any substantial portion of the capital stock assets, of Priveco or Pubco, any of the NPS Entities (including any acquisition structured as applicable, or any a merger, consolidation, business combinationor share exchange) or (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or similar transaction facilitate in any other than manner any effort or attempt by any Person to do or seek any of the foregoing. Sellers will not vote their interests in favor of any such acquisition whether structured as contemplated by this Agreementan asset purchase, merger, consolidation, or share exchange. Sellers will notify the Buyer immediately if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. Until such time, if any, as and unless this Agreement is terminated pursuant to this Agreementby Buyer or Seller as provided herein, Priveco and Pubco Seller will not, directly not solicit any offers or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information toproposals, or consider the merits enter into letters of intent, negotiations or contracts with any unsolicited inquiries or proposals from, any person or entity third-party with respect to a transaction relating to the sale, transfer, conveyance, merger or any other transaction involving the sale of the business or assets (other than in the ordinary course of business), similar import with respect to Seller or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this AgreementAssets.
Exclusivity. Until such In consideration of the time, if anyeffort, as and expenses to be incurred by the Acquirer Parties and its Affiliates in connection with the evaluation and pursuit of the Contemplated Transactions, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, from the Effective Date until the Closing or earlier termination of this Agreement is terminated pursuant in accordance herewith, Contributor hereby agrees not to, and to this Agreement, Priveco cause its Affiliates and Pubco will notRepresentatives not to, directly or indirectly, solicitsolicit or encourage the submission of any expression of interest, initiateinquiry, entertain proposal, or accept any inquiries or proposals from, discuss or negotiate withoffer regarding, provide any non-public information regarding, participate in any discussions or negotiations regarding, or enter into any Contract regarding, any sale or other transfer or disposition of the NJNR Interests or any interests therein (whether by way of a sale of assets, sale of equity, merger, consolidation or other business combination or otherwise) or any alternative transaction that would preempt or preclude the Contemplated Transactions. To that end, from and after the Effective Date, Contributor shall, and shall cause each of its Affiliates and Representatives to, discontinue any ongoing discussions or consider negotiations (other than such internal discussions or with the merits of any unsolicited inquiries or proposals from, any person or entity Acquirer Parties) relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementforegoing.
Exclusivity. Until such time, if any, So long as this Agreement is terminated pursuant to this Agreementremains in effect, Priveco and Pubco FNB will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information todirectly, or consider the merits of indirectly through any unsolicited inquiries person or proposals fromentity, encourage, solicit or attempt to initiate or procure discussions, negotiations or offers with or from any person or entity relating to any transaction involving the sale of the business or assets (other than in ACB) relating to a merger or other acquisition of FNB or the ordinary course purchase or acquisition of businessany stock of FNB, any branch office of First National or all or any significant part of FNBs assets (any of the above being a Transaction), or provide assistance to any person in connection with any such offer. Notwithstanding the foregoing, FNB may enter into discussions or negotiations or provide information not customarily disclosed to the public concerning FNB or its business in connection with an unsolicited Transaction if its Board of Directors reasonably believes in good faith, based on the capital stock written opinion of Priveco its legal counsel, that failure to take such actions would violate the directors duties or Pubcoobligations as such to FNB or to its shareholders. If FNB does receive any unsolicited Transaction proposal, as applicablewhether written or oral, it will immediately communicate to ACB the fact that it is having discussions or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.negotiations with a third party regarding a Transaction. If
Exclusivity. Until such time, if any, as From and after the date of this Agreement and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 10.1 (the Exclusivity Period), Seller (including, without limitation, for this Agreementpurpose its officers, Priveco directors, representatives, affiliates, employees and Pubco agents) will not, directly or indirectly, solicit, induce, facilitate, respond to, initiate, entertain engage in or accept any inquiries enter into discussions or proposals from, discuss or negotiate negotiations with, or encourage, or provide any non-public information to, any Person concerning any sale, exclusive license or consider the merits other form of disposition of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets material Assets (other than sales of Products in the ordinary course of Sellers business), ) or any transaction involving the Assets similar to any of the capital stock transactions contemplated by this Agreement (an Acquisition Proposal). During the Exclusivity Period, neither Seller nor such designated persons will approve, endorse, recommend or sign any contracts or agreements or make any commitments to do or in connection with any of Priveco or Pubcothe foregoing. For the purpose of this Section 5.13, as applicable, or any merger, consolidation, business combination, or similar transaction license of material Intellectual Property Rights related to any of the Assets outside the ordinary course of Sellers operation and ownership of the Assets shall be considered a disposition of the Assets. Seller represents that it is not bound by any Acquisition Proposal other than as contemplated by this Agreement. If Seller or any such designated person receives an Acquisition Proposal or any request for non-public information relating to any Assets, Seller shall promptly notify Buyer of such Acquisition Proposal or request (including, without limitation, the identity of the Person making, and the terms of, such Acquisition Proposal or request).
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco General Gold and Pubco will not, directly or indirectly, indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco General Gold or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this AgreementArticle XI, Priveco each of Parent, Seller and Pubco will the Company agrees that it shall not, and shall cause the Subsidiaries and the Affiliates, directors, officers, employees, direct and indirect equity holders and representatives of Parent, Seller, the Company and the Subsidiaries not to directly or indirectly, indirectly solicit, initiate, entertain initiate or accept knowingly encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity Person (other than Buyer) relating to any transaction involving the sale of the business or assets (Acquisition Proposal other than a Permitted Acquisition Proposal. Parent, the Company and Seller shall, and shall cause their Affiliates, direct and indirect equity holders, and representatives to, immediately cease any such discussions or negotiations related to any Acquisition Proposal currently in progress with any Person other than Buyer and shall cease providing any such Person information regarding Parent, Seller, the ordinary course of business)Company, or any Subsidiary. As soon as reasonably practicable (and in any event within one Business Day) after receipt by Parent, Seller, the Company or any of the capital stock Subsidiaries (including through a notification by its representatives) of Priveco any Acquisition Proposal or Pubcoany request for information or inquiry which it reasonably believes could lead to an Acquisition Proposal, Seller shall provide Buyer with written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, the identity of the Person making any such Acquisition Proposal, request or inquiry and a copy of such proposal, request or inquiry, if in writing (or, where such proposal, request or inquiry was not in writing, a description of the terms of such proposal, request or inquiry), and any written material submitted in connection with such proposal, request or inquiry. Notwithstanding the foregoing, until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to Article XI, neither Parent, Seller nor the Company shall enter into, or cause the Subsidiaries to enter into, any definitive agreement with respect to a Permitted Acquisition Proposal without Buyer's prior written consent, which shall not be unreasonably withheld to the extent that such transactions would not materially interfere with the consummation of the transactions contemplated by this Agreement or any Seller Ancillary Agreement. Without limiting any of the terms, conditions, or rights provided for in this Agreement, Parent, Seller and the Company acknowledge and agree that Buyer shall have the right to seek specific performance of the provisions of this Section 6.5 pursuant to the terms and conditions of Section 11.3(d). Each of Parent, Seller and the Company acknowledge and agree that any violation of (A) the restrictions set forth in this Section 6.5 by any of their respective Affiliates, directors, officers, employees, direct or indirect equity holders or representatives, or the Subsidiaries, or (B) Section 1.1 or 2.1 (Exclusivity), as applicable, or of any mergerEquity Holder Agreement by any Affiliate of Parent, consolidation, business combinationSeller, or similar transaction other than as contemplated by the Company party thereto, whether or not such Person is purporting to act on behalf of Parent, Seller, the Company or otherwise, shall be deemed a breach of this AgreementSection 6.5.
Exclusivity. Until such timeIn consideration of the resources, if anytime and expense each of the Williams Parties, as this Agreement is terminated pursuant to on the one hand, and the WES Parties, on the other hand, has incurred and will incur in connection with transactions contemplated in this Agreement, Priveco and Pubco will notwithout the prior written consent of other Party, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider during the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving period from the sale Execution Date until the earlier of the business Closing Date or assets (other than the termination of this Agreement, except as may be required in the ordinary course connection with any rights of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, first refusal or similar transaction other than rights provided in an Underlying Agreement and as contemplated by this Agreement, none of the Williams Parties or WES Parties shall (a) sell, transfer, or place an Encumbrance (other than any Encumbrances that may be imposed by applicable securities Laws) upon the interests to be conveyed by it hereunder or any portion thereof, (b) directly or indirectly solicit, facilitate or knowingly encourage any other proposal relating to a Competing Transaction, (c) negotiate or enter into a letter of intent, agreement in principle, arrangement, understanding, agreement or contract regarding a Competing Transaction, or (d) otherwise cooperate in any way, including through the provision of confidential information, with any Person in connection with a Competing Transaction. As used in this Agreement, Competing Transaction means the direct or indirect sale, lease, license, exchange, mortgage, transfer or other disposition, or financing, in a single transaction or series of related transactions, of all or any portion of the interests to be conveyed by any Party hereunder.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreementterminated, Priveco the Vendor and Pubco the Purchaser will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco the Vendor or Pubcothe Purchaser, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such timeWithout the prior written consent of Buyer, if any, as this Agreement is terminated pursuant to this Agreement, Priveco Seller and Pubco the Company will not, and will not authorize or permit any of their respective Representatives to, directly or indirectly, solicit, initiate, entertain or accept encourage (including by way of furnishing information) or take any other action to facilitate any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits making of any unsolicited inquiries proposal that constitutes or proposals from, any person may reasonably be expected to lead to a proposal or entity relating to any transaction involving the sale of the business or assets offer (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any pursuant to this Agreement) for a merger, consolidation, or other business combinationcombination involving any proposal to acquire, in any manner, an equity interest in the Company, or similar transaction other than any substantial portion of its assets (any such proposal or offer hereinafter referred to as contemplated by this Agreementan Acquisition Proposal) from any Person, or engage in any discussion or negotiation relating thereto or accept any Acquisition Proposal. If Seller or the Company receives any such inquiries, offers, or proposals, it shall (a) notify Buyer orally and in writing of any such inquiries, offers, or proposals (including the terms and conditions of any such inquiry, offer, or proposal and the identity of the Person making it) within 24 hours of the receipt thereof and (b) immediately notify the Person making such proposal that Seller and the Company is precluded from engaging in any discussions or negotiations or accepting any Acquisition Proposal.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco Kapital and Pubco will not, directly or indirectly, the Shareholder shall not (a) solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider encourage the merits submission of any unsolicited inquiries proposal or proposals from, offer from any person or entity relating to the acquisition of any transaction involving the sale capital stock or other voting securities of the business or assets (other than in the ordinary course of business)Kapital, or any assets of the capital stock of Priveco or Pubco, Kapital(including any acquisition structured as applicable, or any a merger, consolidation, share exchange or other business combination), (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or similar transaction facilitate in any other than as manner any effort or attempt by any person to do or seek any of the foregoing, or (c) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated by this Agreementhereby. Kapital and the Shareholder shall notify UCP immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. Until the Closing or such time, if any, time as this Agreement is has been terminated pursuant to this Agreementas provided herein, Priveco Seller and Pubco Shareholder will notdeal exclusively with Buyer in connection with the transactions contemplated hereby, and neither Seller nor Shareholder, nor any Person acting on behalf of either of them, will directly or indirectly, indirectly solicit, initiate, encourage or entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public nonpublic information to, to or consider the merits of any unsolicited inquiries or proposals from, from or enter into any person or entity agreement with any Person (other than Buyer) relating to any transaction directly or indirectly involving the sale any merger or consolidation of the business or assets (other than in the ordinary course of business)Seller, or any sale of any portion of the capital stock Business or assets of Priveco Seller. Seller or Pubco, as applicable, Shareholder will notify Buyer of any such inquiry or any merger, consolidation, business combination, proposal within twenty-four (24) hours of receipt or similar transaction other than as contemplated by this Agreementawareness of the same.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco and Pubco will shall not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco None of the Sellers will (and Pubco the Sellers will not, directly not cause or indirectly, permit the Company to) (i) solicit, initiate, entertain or accept encourage the submission of any inquiries proposal or proposals from, discuss offer from any Person relating to the acquisition of any capital stock or negotiate with, provide any non-public information toother voting securities, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than dispositions of inventory or other assets in the ordinary course Ordinary Course of business), or Business) (including any of the capital stock of Priveco or Pubco, acquisition structured as applicable, or any a merger, consolidation, business combinationor share exchange) or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or similar transaction facilitate in any other than manner any effort or attempt by any 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 contemplated by this Agreementa merger, consolidation, or share exchange. The Sellers will notify the Buyer immediately if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to Article 12, the Transaction is consummated or as otherwise agreed to by the parties hereto, none of the parties to this AgreementAgreement (through their advisors, Priveco directors, bankers, Employees, shareholders, agents or otherwise) will, directly or indirectly: (a) solicit, initiate, encourage, facilitate or discuss any proposition, offer, inquiry, submission or proposal from any other Person concerning: (i) the purchase of any part of their issued and Pubco will notoutstanding securities, including the Shares; (ii) the purchase of any significant elements of their respective assets; or (iii) any merger, reorganization, arrangement, capitalization or any other form of business merger implicating, directly or indirectly, solicitany party to this Agreement or their respective Businesses (a Proposed Transaction); or (b) enter into any agreement, initiatediscussions or negotiations with any Person, entertain company or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or other entity relating with respect to any transaction involving the sale a Proposed Transaction. Each of the business parties to this Agreement will provide written notification to the other parties hereto of all propositions, offers, bids or assets (information requests that they might receive regarding a Proposed Transaction and must provide the other than parties to this Agreement with all relevant information in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementtheir possession related to such Proposed Transaction.
Exclusivity. Until such time, if any, time as this Agreement is shall be terminated pursuant to this AgreementArticle XI, Priveco and Pubco will notnone of the Company, any of its Subsidiaries, any Seller or any director, officer, manager, employee, shareholder, trustee or member of the Company, any of its Subsidiaries, or any Seller shall directly or indirectly, indirectly solicit, initiate, encourage or entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity Person (other than Buyer) relating to any business combination transaction involving the sale Company, any of its Subsidiaries, any of the business Transferred Interests or any material assets (other than in of the ordinary course of business), Company or any of its Subsidiaries. The Company and Sellers shall notify Buyer of any such written inquiry or proposal within 24 hours after receipt or awareness of the capital stock same by any Seller or the Company. In consideration for the substantial expenditures of Priveco or Pubcotime, as applicableeffort and expense to be undertaken by Buyer in connection with the preparation and execution of this Agreement, the Company, the Sellers and Buyer agree that money damages would not be a sufficient remedy for any breach of this Section 7.08 by the Company, any of its Subsidiaries, any Seller or any mergerdirector, consolidationmanager, business combinationofficer, employee, shareholder, trustee or similar transaction member of the Company, any of its Subsidiaries, any Seller and that, in addition to all other than remedies, Buyer shall be entitled to obtain specific performance and injunctive or other equitable relief as contemplated by a remedy for any breach of this AgreementSection 7.08.
Exclusivity. Until such timePrior to the Closing, Seller will, and will cause its Affiliates and representatives to, cease and cause to be terminated all activities, discussions and negotiations, if any, with any Person (an Acquisition Proposal) related to the acquisition of any capital stock or other voting securities, or any substantial portion of the assets, of Seller (including any acquisition of Seller structured as this Agreement is terminated pursuant a merger, consolidation, or share exchange). Seller will use its commercially reasonable efforts to cause any Person that, since June 30, 2005, has received confidential information about Sellers business or operations (including the Purchased Assets) from or on behalf of Seller or its Affiliates in connection with an Acquisition Proposal to return or destroy all such confidential information. Seller agrees that, until the earlier of the Closing or the termination of this Agreement, Priveco and Pubco neither Seller nor any of its Affiliates or representatives will not, directly or indirectly, (i) solicit, initiate, entertain or accept encourage the submission of any inquiries Acquisition Proposal or proposals fromoffer in respect thereof from any Person or (ii) participate in any discussions or negotiations regarding, discuss or negotiate with, provide furnish any non-public information with respect to, assist or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business)participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the capital stock of Priveco foregoing; provided, however, that an Acquisition Proposal shall not include any discussions, negotiations or Pubcoany other activities (including the execution of, as applicableand performance under, or definitive transaction documents), if any, involving any merger, consolidation, business combinationor other reorganization of Aquila with another Person, provided that in any such transaction or event the obligations under this Agreement shall continue. Seller will notify Buyer of any Acquisition Proposal as soon as commercially practicable following Sellers receipt of, or similar transaction other than as contemplated by this AgreementSeller otherwise becoming aware of, any Acquisition Proposal.
Exclusivity. Until such time, if any, as From the date of this Agreement is terminated pursuant to this Agreementuntil the Closing, Priveco and Pubco the Company will not, not directly or indirectly, : (a) solicit, initiate, entertain or accept encourage the submission of any inquiries proposal or proposals from, discuss or negotiate with, provide offer from any non-public information Person relating to, or consider enter into or consummate any transaction relating to, the merits acquisition of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving equity interests in either the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, Company or any merger, consolidationrecapitalization, business combinationshare exchange, sale of substantial Assets (other than sales of inventory in the Ordinary Course of Business) or any similar transaction or alternative to the Contemplated Transactions or (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or similar transaction facilitate in any other than as contemplated manner any effort or attempt by this Agreementany Person to do or seek any of the foregoing. The Company will notify the Buyer immediately if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing (whether solicited or unsolicited).
Exclusivity. Until From the date hereof through the Closing or until such time, if any, time as this Agreement is shall have been terminated pursuant to this AgreementArticle X, Priveco and Pubco Seller will not, nor will Seller authorize any Affiliate or Representative of Seller to, and Seller will instruct its Affiliates or Representatives not to (a) directly or indirectly solicit, initiate, encourage or participate in any way in (including by way of furnishing confidential information), or take any other action that facilitates any discussion, inquiry, offer, proposal, negotiation or other communication with any Person or group (other than Buyer or its Representatives) relating to, or that could reasonably be expected to result in, any merger, consolidation, sale, exchange or other disposition of any substantial portion of the assets outside of the ordinary course of business or equity interests of or any business combination, recapitalization, liquidation, dissolution or other similar transaction (or any combination of any of the foregoing) relating to the disposition of all, or substantially all, or any substantial portion of, the Business or the Purchased Assets (each, an Acquisition Proposal); (b) disclose, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving Person known to Seller to be considering an Acquisition Proposal any information concerning Seller, the sale of the business or assets (other than in the ordinary course of business), Business or any of the capital stock of Priveco Purchased Assets; or Pubco(c) enter into, as applicablecontinue or participate in any discussions, negotiations or other communications, or enter into any mergerunderstanding, consolidationContract or commitment, business combinationwith any third party relating to, or similar transaction other than take any action in furtherance of, any written Acquisition Proposal received by Seller. Seller will as contemplated promptly as practicable (and in any event within three (3) Business Days) notify Buyer of any Acquisition Proposal. Seller shall be responsible for any breach of this Section 6.5 by this Agreementany of its Affiliates or Representatives.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco and Pubco will notneither party shall, directly or indirectly, indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, from any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to During the term of this Agreement, Priveco and Pubco will notneither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Assets, the Properties, the Platform or any interest therein (whether debt or equity, directly or indirectly, solicit, initiate, entertain ) or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating with respect to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than except as contemplated by this Agreementmay be required under the ROFO Documents or the ROFR Documents.
Exclusivity. Until such time, if any, as During the period from the date of this Agreement to the earlier of the Closing or the date this Agreement is terminated pursuant to this AgreementArticle 11, Priveco Parent shall not, and Pubco will notshall not permit any Subject Entity (and Parent shall not permit any of its or the Subject Entities Affiliates, directors, employees, officers, agents or representatives to), directly or indirectly, solicit, initiate, entertain condone, knowingly encourage or accept respond to any inquiries inquiries, proposals or proposals offers from, discuss or negotiate participate in any discussions or negotiations with, or provide any non-public information to, or consider the merits otherwise cooperate in any way with, any Person (other than Purchaser and its directors, officers, employees, representatives and agents) regarding (a) any merger, consolidation or sale or other disposition of any unsolicited inquiries capital stock of any Subject Entity or proposals from, any person of its Affiliates (including any sale of any of the Shares) or entity relating to (b) any transaction involving sale or other disposition of all or any substantial portion of the assets or properties of any Subject Entity or any of Affiliates (or any unit or division thereof) (including any sale of any Assets but excluding the sale of the business or assets (other than any inventory of any Subject Entity in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.. Parent shall promptly advise
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco Company and Pubco RV Estates will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco Company or PubcoRV Estates, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco Company and Pubco Smart Ventures will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco Company or PubcoSmart Ventures, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
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Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreementsection 8.1, Priveco and Pubco will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), ) or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, combination or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreementterminated, Priveco the Vendor and Pubco the Purchaser will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco Vendor or Pubcothe Purchaser, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such time, if any, as The Company agrees that between the date of this Agreement is terminated pursuant to and the earlier of the Closing and the termination of this Agreement, Priveco the Company shall not, and Pubco will notshall take all action necessary to ensure that none of its Subsidiaries or any of their respective Affiliates and Representatives shall, directly or indirectly, indirectly (a) solicit, initiate, entertain facilitate, knowingly encourage or accept any inquiries proposal or proposals fromoffer that constitutes an Acquisition Proposal or (b) participate in any discussions, discuss conversations, negotiations or negotiate withother communications regarding, provide or furnish to any non-public other Person any information with respect to, or consider otherwise cooperate in any way, assist or participate in, facilitate or knowingly encourage the merits submission of, any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal. The Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Company shall notify Parent promptly, but in any event within 24 hours, orally and in writing if any such Acquisition Proposal, or any inquiry or other contact with any Person with respect thereto, is made. Any such notice to Parent shall indicate in reasonable detail the identity of the Person making such Acquisition Proposal, inquiry or other contact and the terms and conditions of such Acquisition Proposal, inquiry or other contact, and Company shall provide Parent with a copy of any unsolicited inquiries or proposals written proposal. The Company shall not, and shall cause its Subsidiaries not to, release any Person from, or waive any person provision of, any confidentiality or entity relating standstill agreement to which the Company or any transaction involving of its Subsidiaries is a party, without the sale prior written consent of Parent. For purposes of this Agreement, Acquisition Proposal means any offer or proposal for, or any indication of interest in, any of the business or assets following (other than the Merger): (i) any direct or indirect acquisition, purchase, sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or a portion of the capital stock of the Company or any of its Subsidiaries or any assets of the Company or any of its Subsidiaries (other than inventory to be sold in the ordinary course of business consistent with past practice, sales of obsolete or worn out equipment or sales of an immaterial amount of assets that are no longer used in the conduct of the Companys business), (ii) any merger, share exchange, consolidation or other business combination relating to the Company or any of the capital stock of Priveco its Subsidiaries or Pubco(iii) any recapitalization, as applicable, reorganization or any mergerother extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries. Notwithstanding the foregoing, consolidation, business combination, nothing in this Section 5.3 shall prohibit the Company from registering or similar transaction other than as contemplated processing transfers or sales of the Companys Capital Stock unless such transfers or sales are otherwise prohibited by this Agreementany Operative Document.
Exclusivity. Until such timePrior to the Closing, if anyneither the Company nor any other Group Company shall, as this Agreement is terminated pursuant to this Agreementnor shall the Company or any other Group Company authorize or permit any of its or their directors, Priveco and Pubco will notofficers, affiliates or other representatives to, directly or indirectly, solicit, initiate, entertain initiate or accept knowingly take any inquiries action to facilitate or proposals from, discuss or negotiate with, provide any non-public information to, or consider encourage the merits submission of any unsolicited inquiries offer, proposal, inquiry or proposals from, indication of interest from any person or entity third party (other than the Purchaser) relating to any transaction or series of related transactions involving the sale (i) any acquisition or purchase, directly or indirectly, of the any outstanding voting or equity securities of any Group Company, (ii) any merger, consolidation, share exchange, business combination or assets other similar transaction involving any Group Company, (iii) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of 5% or more of the consolidated assets of the Group Companies, or (iv) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of any Group Company (each, a Transaction Proposal) or any inquiry, indication of interest or the capital stock making of Priveco or Pubco, as applicableany proposal that could reasonably be expected to lead to any Transaction Proposal, or conduct or engage in any mergerdiscussions or negotiations with, consolidationdisclose any non-public information relating to any Group Company to, business combinationafford access to the business, properties, assets, books or records of any Group Company to, or similar transaction other than as contemplated by this Agreementotherwise cooperate in any way with, or knowingly assist, participate in, knowingly facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Transaction Proposal, or enter into any contract relating to any Transaction Proposal.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco and Pubco The Seller will not, directly and the Seller will not cause or indirectlypermit the Company to, solicit, initiateinitiate or encourage the submission of, entertain or accept any inquiries participate in negotiations or proposals from, discuss or negotiate provide information in connection with, provide any non-public information to, proposal or consider the merits of offer from any unsolicited inquiries or proposals from, any person or entity Person relating to any transaction involving the sale acquisition of all or substantially all of the business membership interests, partnership interests or assets (capital stock or other than in the ordinary course of business)voting securities, or any substantial portion of the capital stock assets, of Priveco or Pubco, the Company (including any acquisition structured as applicable, or any a merger, consolidation, business combination, consolidation or similar transaction other than as contemplated by this Agreementshare exchange).
Exclusivity. Until such time, if any, as From the date hereof through the Closing Date or until this Agreement is terminated pursuant to this Agreementin accordance with Article 10, Priveco Seller and Pubco Shareholders will not, and will not cause or permit their Affiliates, including the Sellers officers, directors, employees, agents or other representatives (collectively, Representatives) to, directly or indirectly, solicit, initiateinitiate or encourage the submission of inquiries, entertain proposals or accept any inquiries or proposals offers from, discuss engage in any discussions or negotiate negotiations with, provide any non-public information to, to any Person with respect to or consider the merits of enter into any unsolicited inquiries or proposals from, any person or entity agreement relating to any Alternative Transaction. The term Alternative Transaction means any proposal for a transaction involving the sale purchase of the business or assets (other than in the ordinary course of business), or any of the capital Purchased Assets, an investment in or sale of any outstanding or newly issued equity interests in Seller, the acquisition of all or a substantial portion of the stock or Properties or Business of Priveco Seller, a merger, consolidation or Pubcoother business combination, pursuant to which such Person would acquire any interest in the Seller, the Purchased Assets or the Business or other recapitalization or refinancing of Seller. In the event that any Shareholder, Seller or any Affiliate or Representative thereof receives any unsolicited proposal or inquiry regarding an Acquisition Proposal, Seller and such Shareholder, Affiliate or Representative, as applicable, will promptly communicate to Purchaser in writing the fact that it has received such proposal or inquiry and its terms and will provide Purchaser with a complete copy of any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementwritten material relating to such transaction.
Exclusivity. Until such time, if any, as From the date of this Agreement is terminated until the earlier of the time of the Closing and the termination of this Agreement pursuant to this AgreementArticle X, Priveco and Pubco neither the Seller nor any of its Affiliates, officers, employees, directors, agents or other representatives will not, directly or indirectly, (a) solicit, initiate, entertain encourage or accept any inquiries other inquiries, proposals or proposals fromoffers from any Person relating to an Alternative Acquisition Proposal, discuss (b) participate in any discussions, conversations, negotiations or negotiate withother communications with any Person regarding, provide or furnish to any non-public Person other than Parent any information with respect to, or consider the merits of otherwise cooperate in any unsolicited inquiries way, assist or proposals fromparticipate in, facilitate or encourage any person effort or entity relating attempt by any Person to seek to enter into an Alternative Acquisition Proposal, or (c) enter into any agreement or arrangement with any Person for or with respect to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this AgreementAlternative Acquisition Proposal.
Exclusivity. Until such time, if any, as From and after the date of this Agreement is terminated pursuant until the earliest of (a) the Closing Date, (b) Parents notification of C-CUBED of Parents decision not to complete the Transaction or (c) the termination of this AgreementAgreement in accordance with Article 9 hereof, Priveco but in any event during the ninety (90) days following the date of the Letter of Intent, neither C-CUBED nor any Stockholder will, directly or indirectly, through their respective affiliates, agents, officers and Pubco will notdirectors, directly or indirectly, solicit, initiate, entertain or accept participate in discussions or negotiations or otherwise cooperate in any inquiries or proposals from, discuss or negotiate way with, or provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals fromcorporation, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business)partnership, person, or other entity or group concerning any of the capital stock of Priveco or Pubcotender offer, as applicableexchange offer, or any merger, consolidation, business combination, sale of substantial assets, sale of shares of capital stock, or similar transaction other than involving C-CUBED (all such transactions being referred therein as contemplated by this AgreementAcquisition Proposals).
Exclusivity. Until such time, if any, as Except with respect to this Agreement is terminated pursuant to this Agreementand the transactions contemplated hereby, Priveco and Pubco the Seller agrees that it will not, and it will cause the Company and their respective directors, officers, employees, Affiliates and other agents and Representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an Agent) not to: (a) initiate, solicit or seek, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals fromthe making or implementation of any proposal or offer (including any proposal or offer to its stockholders or any of them) with respect to a merger, discuss acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or negotiate withsimilar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as a Proposal); (b) engage in any negotiations concerning, or provide any non-public confidential information or data to, or consider the merits of have any unsolicited inquiries or proposals fromsubstantive discussions with, any person or entity relating to a Proposal; (c) otherwise cooperate in any effort or attempt to make, implement or accept a Proposal; or (d) enter into Contract with any Person relating to a Proposal. The Seller shall notify the Buyer or the Acquisition Sub immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, the Seller, the Company or any of their respective directors, officers, employees and Affiliates or, to its knowledge, any other Agent. Notwithstanding anything in this Section 6.15 to the contrary, the Seller shall not be restricted in any way from participating in any discussions or negotiations, or entering into any agreements, in connection with any transaction which pertains or relates to the acquisition, merger, recapitalization or any other business combination involving the sale Seller or any Affiliate of the business or assets Seller (other than in the ordinary course of businessCompany), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such timeExcept as set forth under Section 5.1(a)(iv), if any, as this Agreement neither Company nor anyone acting on its behalf is terminated pursuant to this Agreement, Priveco and Pubco will notcurrently involved, directly or indirectly, in any activity which is intended to, nor for so long as this Agreement is in effect, shall Company or anyone acting on its behalf directly or indirectly, (a) encourage, solicit, initiate, entertain initiate or accept any inquiries participate in discussions or proposals from, discuss or negotiate negotiations with, or provide any non-public information toto or cooperate in any manner with any Person, other than Parent, LuxCo, BHN or their Affiliates (collectively "Excluded Persons"), or consider the merits an officer, partner, employee or other representative of any unsolicited inquiries or proposals froman Excluded Person, any person or entity relating to any transaction involving concerning the sale of all or any part of the business or assets Business (other than in the ordinary course of business), or any whether such transaction takes the form of the capital stock a sale of Priveco or Pubcostock, as applicableassets, or any merger, consolidation, business combinationor 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 similar (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, copies (if written) or a written description of the terms (if oral) thereof and any other than such information with respect thereto as contemplated by this AgreementLuxCo or Parent may reasonably request.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreementterminated, Priveco and Pubco will Click shall not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco Click, or Pubcoany merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement. Until such time, if any, as applicablethis Agreement is terminated, Roadships shall not, except to the extent that Click otherwise consents in writing, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business) of Roadships, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such time, if any, as During the period beginning the date hereof and ending on the first to occur of (a) the Closing and (b) the termination of this Agreement is terminated pursuant to this AgreementSection 9.1, Priveco and Pubco will notneither Sellers, the Company, nor any of their representatives shall, directly or indirectly, solicit, initiate, entertain or accept any solicit inquiries or proposals from, discuss or negotiate with, provide any non-public confidential information to, or consider the merits of participate in any unsolicited inquiries discussions or proposals fromnegotiations with, any person or entity relating to any transaction involving the sale of the business or assets Person (other than Purchaser and its representatives) concerning any merger, sale of assets not in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidationacquisition, business combination, change of control or other similar transaction other than as contemplated by this Agreementinvolving the Company.
Exclusivity. Until such timeSeller and its Subsidiaries shall not authorize or permit their respective Affiliates, if anyrepresentatives, as this Agreement is terminated pursuant officers, employees, directors and agents to this Agreement, Priveco and Pubco will not, directly (a) solicit or indirectly, solicit, initiate, entertain or accept initiate any inquiries relating to or proposals fromthe making of any proposal that constitutes, discuss or negotiate withthat would reasonably be expected to lead to, provide any an Acquisition Proposal (as defined below), (b) facilitate or encourage (including by way of furnishing non-public information information) or participate in any discussions or negotiations (and as of the date hereof, Seller and its Subsidiaries shall immediately cease any discussions or negotiations that are ongoing) regarding, any proposal or inquiry that constitutes, or that would be reasonably expected to lead to, an Acquisition Proposal, or consider the merits (c) enter into any letter of any unsolicited inquiries intent or proposals from, any person other oral or entity written agreement or understanding relating to any transaction involving the sale Acquisition Proposal. Seller will notify Buyer promptly, and in any event within 24 hours, if any third party makes any proposal, offer, inquiry or contact with respect to any of the business foregoing (including the terms thereof and the identity of such third party). Seller shall be deemed to have breached the terms of this Section 7.6 if any of its Subsidiaries or assets any of its or their respective Affiliates, representatives, officers, employees, directors or agents takes any action, whether in his or her capacity as such or in any other capacity, that is prohibited by this Section 7.6. Acquisition Proposal means any proposal or offer, or an inquiry relating to a proposal or offer, from any Person (other than Buyer and its Affiliates in connection with the Transactions) for any (i) direct or indirect acquisition of the Business or any portion of the Transferred Assets (other than Inventory in the ordinary course of businessbusiness consistent with past practice), whether by sale of stock, sale of assets, merger, recapitalization or otherwise or (ii) any joint venture or other non-ordinary course strategic investment involving the Business or any portion of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this AgreementTransferred Assets.
Exclusivity. Until such timeGraco and Graco US Finishing Brands shall not, if any, as this Agreement is terminated pursuant to this Agreement, Priveco and Pubco will notshall not permit any Seller or Acquired Subsidiary or any representative of any Seller or any Acquired Subsidiary to, directly or indirectly, : (i) solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information toseek, or consider the merits of encourage any unsolicited inquiries inquiry, proposal or proposals fromoffer from any Person (other than Purchaser Parent, any person or entity US Purchaser and Purchasers) relating to any transaction involving the sale of the business Liquid Finishing Business or any assets relating to the Liquid Finishing Business (other than sales of inventory and the disposal of obsolete equipment in the ordinary course of business), ) or any of the capital stock ownership interests of Priveco or Pubcoany Acquired Subsidiary, as applicable, or any whether by merger, consolidationtender offer, purchase, share exchange, joint venture, business combination, or similar transaction otherwise (such inquiry, proposal or offer being an Acquisition Proposal); (ii) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than as Purchaser Parent, US Purchaser and Purchasers) relating to or in connection with an Acquisition Proposal; (iii) consider, entertain or accept any Acquisition Proposal from any Person (other than Purchaser Parent, US Purchaser and Purchasers); or (iv) take any other action that would reasonably be expected to prevent, impede or delay the consummation of the transactions contemplated by this Agreement. Graco shall promptly notify Purchaser Parent in writing of any Acquisition Proposal.
Exclusivity. Until such time, if any, as During the period from the date of this Agreement is terminated pursuant until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Sysco and Parent Seller shall not take, or permit any of its Affiliates or Representatives to this Agreementtake, Priveco and Pubco will not, directly or indirectly, any action to solicit, initiateencourage, entertain initiate or accept any inquiries engage in discussions or proposals from, discuss or negotiate negotiations with, or provide any non-public information toto or enter into any agreement with any Person (other than Purchaser and its Affiliates) concerning any sale, transfer or other disposition of the Business, including any sale, transfer or other disposition of material assets used in the Business, the sale, transfer or other disposition of equity in, or consider the merits of any unsolicited inquiries merger or proposals fromconsolidation of, any person Person that owns material assets used in the Business or entity relating to any similar transaction involving the sale of the business Business (each such acquisition transaction, an Alternative Transaction). Sysco and Parent Seller shall immediately cease and cause to be terminated any existing activities, discussions, communications, access or assets negotiations with any Person (other than in the ordinary course of business), or Purchaser) conducted heretofore with respect to any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementpossible Alternative Transaction.
Exclusivity. Until such timeNeither Seller nor any of its directors, if anyofficers, as this Agreement is terminated pursuant to this Agreementemployees, Priveco and Pubco will notrepresentatives, agents or Affiliates shall, directly or indirectly, solicit, initiate, entertain encourage, respond favorably to, permit or accept any condone inquiries or proposals from, discuss or negotiate with, provide any non-public confidential information to, or consider the merits of participate in any unsolicited inquiries discussions or proposals fromnegotiations with, any person or entity relating to any transaction involving the sale of the business or assets Person (other than Purchaser and its directors, officers, employees, representatives and agents) concerning (a) any sales or other transactions not in the ordinary course of business)business and involving the Purchased Assets, (b) any purchase or other acquisition by any Person of any of the capital stock Purchased Assets or (c) any other extraordinary corporate transaction involving the Purchased Assets. Seller shall promptly advise Purchaser of, and communicate to Purchaser the terms and conditions of Priveco (and the identity of the Person making), any such inquiry or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementproposal received.
Exclusivity. Until such timeIn consideration of GPIC's payment of the Non-Refundable Deposit and incurrence of costs in connection with the conduct of its due diligence, if any, as this Agreement is terminated pursuant to this the preparation and negotiation of the Asset Purchase Agreement, Priveco and Pubco seeking regulatory consents, GemGroup agrees that, from their acceptance of this BLOI until the date that is four months after such acceptance, GemGroup will not, directly or indirectlyand will cause its affiliates and their respective officers, solicitdirectors, stockholders, employees and agents not to, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide encourage (including by way of furnishing any non-public information toconcerning GemGroup, the Assets or business), solicit, conduct or continue any negotiations or discussions with or enter into any agreement with any third party (other than GPIC or its affiliates), relating to the acquisition of all or any portion of GemGroup of any of its subsidiaries, or consider the merits any of any unsolicited inquiries their respective assets or proposals frombusiness (whether by merger, any person share purchase, asset purchase, lease, exclusive license, or entity relating to any transaction involving otherwise), other than, in each case, the sale of the business or assets (goods in accordance with past practices and other than transactions in the ordinary course of business), or any business for the sale of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementproducts consistent with past practices.
Appears in 2 contracts
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreementthe terms set forth herein, Priveco the Group Companies, AHFL and Pubco CUII will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco any Group Company, AHFL, or PubcoCUII, as applicable, or any merger, acquisition, consolidation, business combination, or similar orsimilar transaction other than as contemplated by this Agreement.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreementterminated, Priveco and Pubco will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such time, if any, as Except with respect to this Agreement is terminated pursuant to this Agreementand the transactions contemplated hereby, Priveco and Pubco the Company will not, and will cause the Sellers and its and their respective directors, officers, managers, employees, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) not to (a) encourage, initiate, solicit, seek or respond to, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits making of any unsolicited inquiries proposal or proposals from, any person or entity relating offer with respect to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any a merger, acquisition, consolidation, recapitalization, business combination, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity or equity-linked securities of the Company (any such proposal or offer being hereinafter referred to as a Proposal); (b) continue, engage in, initiate or otherwise participate in, any negotiations concerning, or provide any information or data to, or have any substantive discussions with, any Person relating to a Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (d) enter into Contract with any Person relating to a Proposal. The Company will notify the Buyer in writing immediately of (and in any event within one Business Day of the receipt of) any inquiries, proposals or offers related to a Proposal that are received by, any information or data is requested from, or any negotiations or discussions related to a Proposal that are sought to be initiated or continued with, any Seller, the Company or any of their respective directors, officers, managers, employees and Affiliates or, to its knowledge, any other than as contemplated agents and representatives (including any investment banking, legal or accounting firm retained by this Agreementit or any of them and any individual member or employee of the foregoing) and shall, in any such notice to the Buyer, identify the Person involved with, and the terms of, any such Proposal and shall provide the Buyer with copies of any written materials delivered in connection therewith.
Exclusivity. Until such timeEach Seller agrees that, if any, as from the date hereof until the earlier of the Closing or the termination of this Agreement is terminated pursuant to this Agreementin accordance with its terms, Priveco it shall not, and Pubco will notit shall cause the Company and the Representatives and Affiliates of such Seller and the Company not to, directly or indirectly, : (a) solicit, initiate, entertain facilitate or accept encourage the submission of any Acquisition Proposal; (b) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate or encourage any inquiries or proposals fromthe making of any proposal that constitutes, discuss or negotiate with, provide any non-public information could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or consider the merits of release under any unsolicited inquiries standstill or proposals from, any person or entity relating similar agreement with respect to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock Company's securities; or (d) enter into any agreement with respect to any Acquisition Proposal. Each Seller agrees to immediately terminate all discussions with Persons other than Buyer and its Affiliates concerning any Acquisition Proposal. Each Seller agrees to promptly (and in any event, within twenty-four (24) hours) notify Buyer upon receipt of Priveco any Acquisition Proposal and to provide Buyer with copies of all materials submitted therewith. For purposes of this Section 6.6, "Acquisition Proposal" means any offer or Pubco, as applicableproposal for, or indication of interest in, any sale, merger, consolidation, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction that involves the purchase of any assets or capital stock of, or other equity interests in, the Company, other than as the transactions contemplated by this Agreement.
Exclusivity. Until such time, if any, as From the date hereof through the Closing Date or until this Agreement is terminated pursuant to this Agreementin accordance with Article 10, Priveco Seller and Pubco Shareholders will not, and will not cause or permit their Affiliates, including the Sellers officers, directors, employees, agents or other representatives (collectively, Representatives) to, directly or indirectly, solicit, initiateinitiate or encourage the submission of inquiries, entertain proposals or accept any inquiries or proposals offers from, discuss engage in any discussions or negotiate negotiations with, provide any non-public information to, to any Person with respect to or consider the merits of enter into any unsolicited inquiries or proposals from, any person or entity agreement relating to any Alternative Transaction. The term Alternative Transaction means any proposal for a transaction involving the purchase of any of the Purchased Assets, an investment in or sale of any outstanding or newly issued equity interests in Seller, the acquisition of all or a substantial portion of the stock or Properties or Business of Seller, a merger, consolidation or other business or assets (other than combination, pursuant to which such Person would acquire any interest in the ordinary course Seller, the Purchased Assets or the Business or other recapitalization or refinancing of business)Seller. In the event that Seller, any Shareholder, or any of the capital stock of Priveco Affiliate or PubcoRepresentative thereof receives any unsolicited proposal or inquiry regarding an Acquisition Proposal, Seller and such Shareholder, Affiliate or Representative, as applicable, will promptly communicate to Purchaser in writing the fact that it has received such proposal or inquiry and its terms and will provide Purchaser with a complete copy of any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementwritten material relating to such transaction.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to the terms of this Agreement, the Debtholder, Priveco and Pubco will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such time, if any, as From the date of this Agreement is terminated pursuant to this Agreementuntil the Closing, Priveco and Pubco the Seller will not, directly or indirectlyand will cause the Company to not, take any action to solicit, initiate, entertain encourage or accept support any inquiries proposal or proposals offer from, discuss or negotiate participate in any negotiations with, provide or furnish any non-public information to, any Person (other than the Purchaser), regarding any sale or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any business combination transaction involving the sale Company, whether by merger, consolidation or acquisition of the business all or assets (other than in the ordinary course of business), or any substantially all of the capital stock or assets of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementthe Company.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco but in no event later than November 1, 2008, Densen and Pubco Royaltech will not, directly or indirectly, indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco Densen or PubcoRoyaltech, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Appears in 1 contract Exchange Agreement (Royaltech Corp.),
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco Catalon, the Selling Stockholders and Pubco GSI will not, directly or indirectly, indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco Catalon or PubcoGSI, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such time, if any, as From and after the date of this Agreement is terminated pursuant to until the earlier of the Closing or the termination of this Agreement: (a) Seller shall not, Priveco and Pubco will notshall not permit + Management Company or the Project Partnerships to, and Seller shall cause each of its Affiliates not to, directly or indirectly, solicitthrough any representative of any of them or otherwise, initiate, entertain solicit or accept any inquiries or proposals from, discuss or negotiate with, provide any encourage (including by way of furnishing non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of businessassistance), or enter into negotiations of any type, directly or indirectly, or enter into a confidentiality agreement, letter of intent or purchase agreement, merger agreement or other similar agreement with any Person other than Purchaser with respect to a sale of all or any substantial portion of the capital stock assets of Priveco + Management Company or Pubcoany Seller, as applicableProject or Project Partnership, or any a merger, consolidation, recapitalization, business combination, sale of all or any substantial portion of the equity interests of + Management Company or any Seller, Project or Project Partnership, or the liquidation or similar extraordinary transaction other than with respect to + Management Company or any Seller, Project or Project Partnership, and (b) Seller shall not, except as contemplated by this Agreementset forth in Schedule 5.8 or Schedule 5.2, sell, assign, pledge or in any manner dispose of or create or suffer the creation of a Lien on any Purchased Interests.
Appears in 1 contract Sale Agreement (Northstar Realty),
Exclusivity. Until such timeIn consideration for Purchasers irrevocable commitment hereunder, if anyAXA agree that, as this Agreement is terminated pursuant to this Agreementfrom the date hereof and until December 31, Priveco 2010 included, AXA and Pubco will the Sellers (or any of their Affiliates, including any Group Companies) shall not, directly or indirectly, solicit, initiate, entertain continue or accept enter into any inquiries discussions or proposals from, discuss or negotiate negotiations with, or provide any non-public information to, any third party and/or enter into any agreement, in both cases, for or consider in connection with the merits transfer, by any means, of any unsolicited inquiries all or proposals from, any person or entity relating to any transaction involving the sale part of the business Securities or any securities of the Group Companies or substantial assets (other than in of the ordinary course of business)Group Companies, or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidationspin-off, contribution, business combination, or similar transaction involving the Group Companies, other than as contemplated by this Agreementwith the Purchaser.
Appears in 1 contract
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco Company and Pubco Wind Works will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco Company or PubcoWind Works, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco and Pubco No Greinke Party will not, directly or indirectly, (a) solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider encourage the merits submission of any unsolicited inquiries proposal or proposals from, offer from any person or entity Person relating to the acquisition of any transaction involving the sale Equity Interests or any substantial portion of the business or assets of CFS (other than in the ordinary course of business), or including any of the capital stock of Priveco or Pubco, acquisition structured as applicable, or any a merger, consolidation, business combinationor share exchange) or (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or similar transaction facilitate in any other than as contemplated manner any effort or attempt by this Agreementany Person to do or seek any of the foregoing. Trust will not vote its Shares in favor of any such transaction. The Greinke Parties will notify UFEN immediately if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing and the terms of any such proposal, offer, inquiry, or contact.
Exclusivity. Until such time, if any, as From the date of this Agreement is terminated pursuant to this Agreementthrough the Closing Date, Priveco Sellers, Stockholders and Pubco the Restricted Parties will notnot (and Sellers, Stockholders and the Restricted Parties will not permit any of Sellers officers, directors, managers or advisors to), directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals fromencourage, discuss or negotiate with, engage in discussions with, accept any proposal or offers from, or provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, access to any person or entity relating to any transaction involving the sale a, direct or indirect, acquisition of all or substantially all of the business Acquired Assets or assets the Business (other than in the ordinary course of business)by stock purchase, or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, consolidation or similar transaction other than as contemplated otherwise) by this Agreementsuch person.
Exclusivity. Until such timePrior to the Closing, if anythe Members and the Company shall not, as this Agreement is terminated pursuant to this Agreementand shall cause their respective directors, Priveco and Pubco will notmanagers, officers, employees, representatives, agents or Affiliates or Representatives not to, directly or indirectly, solicit, initiate, entertain encourage, respond favorably to, or accept any condone inquiries or proposals from, discuss or negotiate with, provide any non-public or confidential information to, or consider the merits of participate in any unsolicited inquiries discussions or proposals fromnegotiations with, any person or entity relating to any transaction involving the sale of the business or assets Person (other than Buyer and its Representatives) concerning (i) any merger, amalgamation, sale of assets not in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidationacquisition, business combination, change of control or other similar transaction involving the Company or any division of the Company, (ii) any purchase or other than as contemplated acquisition by this Agreementany Person of the Interests or Acquired Assets or (iii) any sale or issuance by the Company of any membership interests, profit interests or any other securities of any kind. The Members and the Company shall promptly (but in any event within one (1) Business Day) advise Buyer of, and communicate to Buyer the terms and conditions of (and the identity of the Person making), any such inquiry or proposal.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco but in no event later than June 1, 2009, ECO and Pubco USR will not, directly or indirectly, indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco ECO or PubcoUSR, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Appears in 1 contract
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to From the Effective Date until the Closing or earlier termination of this Agreement, Priveco and Pubco will notSeller shall cause the officers, employees, agents, representatives or any other Person acting at the direction of Seller not to, directly or indirectly, solicit, initiatepursue, entertain negotiate or accept any inquiries offers for (i) the Property or proposals fromany portion thereof or interest therein, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course Ordinary Course of business)Business, or (ii) any of the capital stock of Priveco direct or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementindirect interest in Seller.
Exclusivity. Until such time, if any, as From the execution of this Agreement is terminated pursuant to this Agreementby the parties until August 27, Priveco 2010, Seller and Pubco will notits officers, directors, employees, affiliates, agents and representatives ("Seller Affiliates") shall not directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals solicit offers from, discuss or negotiate with, or enter into any agreement with any third parties, or in any manner encourage any proposal by, or provide any non-public confidential information relating to the Aviation Business to, or consider the merits of any unsolicited inquiries or proposals from, any other person or entity relating to any transaction involving the sale acquisition of substantially all of the business Assets or assets (other than the Aviation Business, in the ordinary course of business)whole or in part, whether directly or any of the capital stock of Priveco or Pubcoindirection, as applicablethrough purchase, or any merger, consolidation, business combination, consolidation or similar transaction other than as contemplated by this Agreementot herwise.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco and Pubco Bulldog BC will not, directly or indirectly, indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public nonpublic information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity (other than Northward) relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicableBulldog BC, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementtransaction.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco and Pubco will notNone of the Selling Parties shall, directly or indirectly, solicitthrough any representative or otherwise (including, initiatewithout limitation, through Brincko or Sitrick Co or any of their representatives), solicit or entertain or accept any inquiries or proposals offers from, discuss negotiate with or negotiate within any manner encourage, provide any non-public information todiscuss, facilitate, accept or consider the merits any proposal of any unsolicited inquiries or proposals from, any person or entity Person other than Buyer relating to any transaction involving equity investment in the sale Company, Brincko or Sitrick Co or any acquisition of all or a material portion of the business Company, Brincko, Sitrick Co, the Brincko Business, the Sitrick Business or assets (other than in the ordinary course of business)Business, whether directly or any of the capital stock of Priveco or Pubcoindirectly, as applicablethrough purchase, or any merger, consolidation, business combinationlicense or otherwise (collectively, a "Proposal"). If, during the period of time between the date hereof and the Closing, any of the Selling Parties or similar transaction other than as contemplated by this Agreementany of their representatives (including, without limitation, Brincko or Sitrick Co or any of their representatives) receives, directly or indirectly, a Proposal, then the relevant Selling Party shall, within one (1) Business Day after receipt thereof, inform Buyer of the offer and deliver to Buyer a summary of the terms of the Proposal (if oral) or a copy of the Proposal (if written), and shall not engage in any discussions or negotiations with such offeror or its representatives regarding such Proposal.
Exclusivity. Until such time, if any, as Upon the execution of this Agreement is by the Parties, AzERx shall immediately cease and desist and discontinue and cause to be terminated pursuant any and all existing activities with respect to this Agreement, Priveco any of the following and Pubco will shall not, directly or indirectlyindirectly (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, entertain encourage or accept take any inquiries action to facilitate (including by way of furnishing information or engaging in discussions or negotiations) any inquiries, proposals from, discuss or negotiate with, provide any non-public information tooffers that constitute, or consider could reasonably be expected to lead to or relate to an acquisition proposal by another party. From and after the merits date hereof, AzERx will not (i) solicit, initiate or encourage the submission of any unsolicited inquiries proposal or proposals from, offer from any person or entity Person relating to the acquisition of any transaction involving the sale of the business capital stock or assets (other than in the ordinary course of business)voting securities, or any substantial portion of the capital stock assets, of Priveco AzERx (including any acquisition structured as a merger, consolidation or Pubcoshare exchange) or (ii) participate in any discussions or negotiations regarding, as applicablefurnish any information with respect to, assist or participate in, or facilitate in any mergerother manner any effort or attempt by any Person to do or seek any of the foregoing. AzERx shall notify OrthoLogic promptly if any Person makes any proposal, consolidationoffer, business combination, inquiry or similar transaction other than as contemplated by this Agreementcontact with respect to any of the foregoing.
Exclusivity. Until such time, if any, as From the date of this Agreement is terminated through the earlier of the Closing Date or termination of this Agreement pursuant to this AgreementSection 10.1, Priveco Seller will not (and Pubco Seller will notnot permit any of its officers, directors, managers or advisors to), directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals fromencourage, discuss or negotiate with, provide engage in discussions with, accept any non-public information toproposal or offers for a, direct or consider the merits indirect, acquisition of any unsolicited inquiries all or proposals from, any person or entity relating to any transaction involving the sale substantially all of the business Acquired Assets or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated Business by this Agreementsuch person.
Exclusivity. Until such time, if any, as the termination of this Agreement is terminated pursuant to this Agreement, Priveco and Pubco the Company will not, directly and will cause its Subsidiaries and any of the Companys and its Subsidiaries officers, directors, employees, agents or indirectlyAffiliates not to, (i) solicit, initiate, entertain or accept encourage the submission of any inquiries proposal or proposals fromoffer from any Person or enter into or consummate any transaction, discuss in each case relating to the acquisition of any Capital Stock or negotiate with, provide any non-public information toother voting securities, or consider any substantial portion of the merits assets, of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets Company and its Subsidiaries (other than sales of inventory for a fair value in the ordinary course Ordinary Course of business), or Business) (including any of the capital stock of Priveco or Pubco, acquisition structured as applicable, or any a merger, consolidation, business combinationor share exchange) or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or similar transaction facilitate in any other than as contemplated manner any effort or attempt by this Agreementany Person to do or seek any of the foregoing. The Company will notify the Buyer immediately if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing, and will, unless prohibited under the confidentiality provision of an agreement, provide Company with the name of such party and corresponding terms.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco RAVEN and Pubco PubCo will not, directly or indirectly, indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-non public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco RAVEN or PubcoPubCo, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Exclusivity. Until such timeDuring the period between December 22, if any2016 and ending on the Closing Date or the Termination Date, as except with respect to this Agreement is terminated pursuant to this Agreementand the transactions contemplated hereby, Priveco and Pubco the Company agrees that it will not, and it will cause the Company's Subsidiaries, and it will use commercially reasonable efforts to cause the Company's and its Subsidiaries' respective directors, officers, employees, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an "Agent") not to: (a) initiate, encourage, solicit or seek, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals fromthe making or implementation of any proposal or offer (including, discuss without limitation, any proposal or negotiate withoffer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any securities of, the Company or any of its Subsidiaries other than the Merger (any such proposal or offer being hereinafter referred to as a "Proposal"); (b) engage in any negotiations concerning, or provide any non-public confidential information or data to, or consider the merits of have any unsolicited inquiries or proposals fromsubstantive discussions with, any person or entity relating to a Proposal; (c) otherwise facilitate or cooperate in any transaction involving the sale of the business effort or assets attempt to make, implement or accept a Proposal; or (other than in the ordinary course of business)d) enter into Contract with any Person relating to a Proposal. The Company shall notify Buyer immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it, any of its Subsidiaries or any of their respective directors, officers, employees and Affiliates or, to its Knowledge, any other Agent. Such notice shall, subject to confidentiality agreements of the capital stock Company in existence as of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by the date of this Agreement, disclose the identity of the party making, and the terms and conditions of, any such Proposal, inquiry or request, and shall include a true and complete copy of such Proposal, inquiry or request, if in writing. Notwithstanding the foregoing, each of Buyer and Merger Sub hereby acknowledges that prior to the date hereof, the Company, its Affiliates, and its Agents have provided information relating to the Company and have afforded access to, and engaged in discussions with, other Persons in connection with Proposal and that such information, access, and discussions could reasonably enable another Person to form a basis for an Proposal without any breach by the Company of this Section 6.6.
Exclusivity. Until such timeRecognizing that the investigations contemplated in the foregoing paragraph, if any, as this Agreement is terminated pursuant to this and the drafting of the Share Exchange Agreement, Priveco will require Anhui Runji and Pubco FTME to expend significant time and expense, and to induce Anhui Runji and FTME to commence such review and drafting, each of FTME, and Anhui Runji and the Shareholder agrees that between the date of execution of this LOI and the Termination Date (as defined below), except as contemplated herein, FitMedia Inc. September 7, 2007 Page 4 neither it nor its directors, officers, representatives or other agents will not, directly or indirectlyencourage any offers from, solicit, initiate, entertain encourage or accept initiate any inquiries or proposals from, discuss or negotiate discussions with, engage in negotiations with, or provide any non-public information to, any person, entity or consider the merits of group concerning any unsolicited inquiries proposed or proposals fromactual merger, any person or entity relating to any transaction involving the share exchange, sale of the business or substantial assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementinvolving it or any proposed or actual sale of any of its capital stock.
Appears in 1 contract
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco and Pubco will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this AgreementAgreement .
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco Each Seller Party and Pubco Target agrees that it will not, and will cause its Representatives, each Company, and each Company's Representatives not to, directly or indirectly, : (a) solicit, initiateinitiate or encourage any inquiry, entertain proposal, offer or accept contact from any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity Person (other than Buyer and its Affiliates and Representatives) relating to any transaction involving the sale of the business any equity interest or assets (other than the sale of Inventory and licenses of the Companies' products and services in the ordinary course of business), ) of any Company or any of the capital stock of Priveco or Pubcoacquisition, as applicabledivestiture, or any merger, share exchange, consolidation, business combination, recapitalization, redemption, financing or similar transaction involving any Company (in each case, an "Acquisition Proposal"); or (b) participate in any discussion or negotiation regarding, furnish any information with respect to, assist or participate in, or facilitate in any other than as contemplated by this Agreementmanner any Acquisition Proposal. Subject to restrictions pursuant to existing confidentiality agreements to which the Target is a party and which are listed on Schedule 6.6, if any Person makes an Acquisition Proposal, Seller Party and Target will immediately notify Buyer of such Acquisition Proposal and all related details. Seller and each Shareholder agrees that it will not, and Parent shall cause Seller not to, vote its Shares in favor of any transaction associated with an Acquisition Proposal.
Appears in 1 contract Share Purchase Agreement (Idt Corp),
Exclusivity. Until such timeSeller will not, if anyand will not permit its partners, as officers, directors, employees or other agents or representatives to, at any time prior to the termination of this Agreement is terminated pursuant to this Agreement, Priveco and Pubco will notunder Section9.2, directly or indirectly, (i) take any action to solicit, initiateinitiate or encourage the making of any Acquisition Proposal, entertain or accept any inquiries or proposals from, (ii) discuss or negotiate engage in negotiations concerning any Acquisition Proposal with, provide or further disclose any non-public information relating to the Business to, any Person in connection with an Acquisition Proposal, in each case, other than Buyer and its representatives. The term Acquisition Proposal as used herein means any offer or consider proposal for the merits acquisition of Seller or the Business or any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets portion thereof (other than in the ordinary course of businessOrdinary Course or with respect to obsolete equipment), or any whether by way of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidationconsolidation or statutory share exchange or the acquisition of shares of capital stock, business combination, the acquisition of assets or similar transaction other than as contemplated by this Agreementtransaction.
Exclusivity. Until Closing or such time, if any, time as this Agreement is terminated pursuant to this Agreementterminated, Priveco and Pubco will not, the Comfort Systems Group shall not directly or indirectly, indirectly solicit, initiate, entertain or accept encourage or consider any inquiries or proposals fromrelating to, or discuss or negotiate with, with or provide any non-public information to any person (other than the ALC Group) with respect to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business Assets, the Business or assets (other than in the ordinary course of business)Seller, or any of the capital stock of Priveco or Pubco, as applicableSeller, or any merger, consolidation, business combination, combination or similar transaction other than as contemplated by this Agreementinvolving Seller.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco Each of the Company and Pubco the Stockholders Representative agrees that they will not, and will cause each of their respective Affiliates, and their and their Affiliates directors, officers, managers, members, employees, agents, consultants, lenders, financing sources, advisors or other representatives, including legal counsel, accountants and financial advisors, not to, directly or indirectly, indirectly (a) solicit, initiateinitiate or encourage any inquiry, entertain proposal, offer or accept contact from any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity Person (other than Buyer and its Affiliates and representatives) relating to any transaction involving (i) the sale of the business any stock or other ownership interest or any assets (other than the sale of inventory in the ordinary course Ordinary Course of businessBusiness) or debt of any Acquired Entity, (ii) any acquisition, divestiture, merger, share or unit exchange, consolidation, redemption, financing or similar transaction involving any Acquired Entity or (iii) any similar transaction or business combination involving any Acquired Entity (in each case, an Acquisition Proposal), or (b) participate in any discussion or negotiation regarding, or furnish any information with respect to, or assist or facilitate in any manner, any Acquisition Proposal or any attempt to make an Acquisition Proposal. Each of the Company and the Stockholders Representative shall immediately cease, and cause to be terminated, any and all contacts, discussions and negotiations with third parties regarding any of the capital stock foregoing, and the Company, the Seller Parties and the Stockholders Representative will notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact related to an Acquisition Proposal and provide Buyer with the name of Priveco the party making such offer, inquiry or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementcontact.
Exclusivity. Until such time, if any, as From the date of this Agreement is terminated pursuant to until the earlier of the Closing Date or termination of this AgreementAgreement in accordance with its terms, Priveco and Pubco will notneither the Company nor its Subsidiaries shall, directly or indirectly, through any officer, director, employee, agent, partner, affiliate or otherwise, solicit, initiate, entertain initiate or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider encourage the merits submission of any unsolicited inquiries proposal or proposals from, offer from any person or entity relating relating, with respect to the Company or its Subsidiaries, to any transaction involving the sale (a) liquidation, dissolution or recapitalization, (b) merger or consolidation, (c) acquisition or purchase of all or a significant portion of the assets of, or any material equity interest in, the Company or its Subsidiaries or (d) similar transaction or business combination (a Competing Transaction), nor participate in any or assets 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 encourage, any effort or attempt by any Person to effect a Competing Transaction, or accept any proposal or offer from any Person (other than in the ordinary course Parent and its Affiliates) relating to a potential Competing Transaction. The Company shall, and shall cause all Persons acting on behalf of business)it to immediately cease any existing activities, or discussions and negotiations with any Persons with respect to any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementforegoing.
Exclusivity. Until From the date hereof until the earlier of the Closing and such time, if any, time as this Agreement is terminated pursuant to this Agreementin accordance with Section 7.6, Priveco and Pubco Covenant Sellers will not, and will cause each of the Acquired Companies, their Subsidiaries and their respective Affiliates not to, directly or indirectly, through any representative or otherwise (a) solicit, or entertain offers from, negotiate with or in any manner initiate, entertain or encourage the submission of, discuss, accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider any inquiry, contact, proposal or offer from any Person relating to the merits acquisition of any unsolicited inquiries equity interests or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business)securities, or any substantial portion of the capital stock assets or business, of Priveco or Pubco, any of the Acquired Companies and their Subsidiaries (including any acquisition structured as applicable, or any a merger, consolidation, business combinationshare exchange, or similar transaction otherwise) (a "Takeover Proposal") or (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other than manner any effort or attempt by any Person to do or seek any of the foregoing. Company will notify Buyer of any such inquiry, contact, proposal, or offer as contemplated by this Agreementsoon as possible (but in any event within 24 hours of receipt or awareness thereof). At the request of Buyer, Sellers shall, and shall cause the Acquired Companies and their Subsidiaries to, require any Person who has previously received Confidential Information from any Acquired Company or its Subsidiaries in connection with any of the foregoing to return or destroy such information.
Exclusivity. Until such timeThe Seller and the Targets, if anyand their Affiliates and related parties, as this Agreement is terminated pursuant to this Agreement, Priveco and Pubco will not, directly and will not permit any of their officers, directors, employees, or indirectly, representatives to (i) solicit, initiate, entertain enter into, continue, participate in or accept encourage any inquiries negotiations or proposals from, discuss or negotiate with, provide any non-public information to, or consider discussions regarding the merits submission of any unsolicited inquiries proposal or proposals from, offer from any person or entity Person relating to the acquisition of any transaction involving the sale of the business Target Membership Interests or assets (other than in the ordinary course of business)voting securities, or any substantial portion of the capital stock assets of, any Target (including any acquisition structured as a merger, business combination, acquisition of Priveco assets, consolidation, share exchange or Pubcootherwise) or (ii) solicit, as applicableinitiate, enter into, continue, participate in or encourage any negotiations or discussions 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 Seller will not vote its Target Membership Interests in favor of any such acquisition structured as a merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreementshare exchange.
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco Mynk and Pubco Panglobal will not, directly or indirectly, indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco Mynk or PubcoPanglobal, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.
Appears in 1 contract
Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco Each Seller and Pubco the Target agrees that it will not, and will cause its Representatives, each Company, and each Companys Representatives not to, directly or indirectly, : xlviii) solicit, initiateinitiate or encourage any inquiry, entertain proposal, offer or accept contact from any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider Person (other than the merits of any unsolicited inquiries or proposals from, any person or entity Buyer and its Affiliates and Representatives) relating to any transaction involving the sale of the business any equity interest or assets (other than the sale of Inventory in the ordinary course of business), ) of any Company or any of the capital stock of Priveco or Pubcoacquisition, as applicabledivestiture, or any merger, share exchange, consolidation, business combination, recapitalization, redemption, financing or similar transaction involving any Company (in each case, an Acquisition Proposal); or xlix) participate in any discussion or negotiation regarding, furnish any information with respect to, assist or participate in, or facilitate in any other than as contemplated by this Agreementmanner any Acquisition Proposal. If any Person makes an Acquisition Proposal, the Sellers and the Target will immediately notify the Buyer of such Acquisition Proposal and all related details. Each Seller agrees not to vote its Shares in favor of any transaction associated with an Acquisition Proposal.