Common use of No Negotiation Clause in Contracts

No Negotiation. (a) None of the Acquired Companies nor the Seller nor any of their respective Representatives shall directly or indirectly, (i) solicit, initiate, or knowingly encourage or induce the making, submission or announcement of any inquiries or the making of any proposal or offer related to an Acquisition Transaction or take any action that could reasonably be expected to lead to any such inquiries or the making of any such proposal or offer, (ii) furnish any information regarding the Acquired Companies to any Person in connection with or in response to an Acquisition Transaction or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Transaction, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Transaction, (iv) approve, endorse or recommend any Acquisition Transaction, (v) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Transaction or (vi) enter into any letter of intent or similar document or any Contract having a primary purpose of effectuating, or which would effect, any Acquisition Transaction. Without limiting the generality of the foregoing, the Acquired Companies and the Seller acknowledge and agree that any violation of any of the restrictions set forth in the preceding sentence by any Representative of the Acquired Companies or the Seller, whether or not such Representative is purporting to act on behalf of the Acquired Companies or the Seller, shall be deemed to constitute a breach of this Section 4.3 by the Acquired Companies and the Seller.

Appears in 2 contracts

Samples: Acquisition Agreement (Gevo, Inc.), Acquisition Agreement (Gevo, Inc.)

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No Negotiation. (a) None of From the Acquired Companies date hereof until the Closing, neither the Company nor the Seller nor any of Purchaser shall, and each shall cause its respective Affiliates and its and their respective Representatives shall not to, directly or indirectly, : (i) solicit, initiatepropose, or knowingly encourage or induce facilitate the making, initiation or submission or announcement of any inquiries or the making indication of any interest, proposal or offer related from any Person (other than such other party to an this Agreement) relating to a possible Acquisition Transaction Proposal or take any action that could would reasonably be expected to lead to any such inquiries or the making of any such proposal or offer, a possible Acquisition Proposal; (ii) furnish engage in, continue or otherwise participate in any discussions or negotiations or enter into any agreement, understanding or arrangement with, or provide any non-public information regarding the Acquired Companies to to, any Person (other than the Purchaser, the Company, its Affiliates or their respective Representatives) relating to or in connection with a possible Acquisition Proposal or in response to an Acquisition Transaction or an inquiry or indication of interest that could would reasonably be expected to lead to an a possible Acquisition Transaction, Proposal; (iii) engage in discussions accept any proposal or offer from any Person (other than any other party to this Agreement or any of its Affiliates) relating to a possible Acquisition Proposal or that would reasonably be expected to lead to a possible Acquisition Proposal. Each of the Company and the Purchaser shall, and shall cause its respective Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Person (other than the Purchaser or the Company, as the case may be, its respective Affiliates or their respective Representatives) with respect to any possible Acquisition TransactionProposal or that would reasonably be expected to lead to a possible Acquisition Proposal, and shall promptly (and in any event within 24 hours of receipt) notify such other party hereto regarding the receipt of any new Acquisition Proposal, any request for non-public information or data in connection with an Acquisition Proposal or any request for discussions or negotiations relating to an Acquisition Proposal (including the identity of such Person), in each case, after the date hereof and prior to the Closing. For purposes of this Agreement, an “Acquisition Proposal” means any Contract, offer, proposal or inquiry relating to, or any indication of interest in, any transaction or series of related transactions involving, directly or indirectly, (iva) approveany acquisition of all or any material portion of the business of the Purchaser or the Company, endorse as the case may be, including by way of equity purchase, asset purchase, merger, consolidation, share exchange, equity issuance, business combination or recommend any Acquisition Transactionotherwise, (v) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Transaction or (vib) enter into any letter acquisition of intent beneficial ownership by any Person or similar document group of twenty percent (20%) or more of the outstanding shares of Purchaser Common Stock or Membership Interests or any Contract having a primary purpose other securities entitled to vote on the election of effectuating, or which would effect, any Acquisition Transaction. Without limiting the generality directors of the foregoing, the Acquired Companies and the Seller acknowledge and agree Purchaser or any tender or exchange offer that if consummated would result in any violation of any Person or group beneficially owning twenty percent (20%) or more of the restrictions set forth in outstanding shares of Purchaser Common Stock or any other securities entitled to vote on the preceding sentence by any Representative election of directors of the Acquired Companies or the Seller, whether or not such Representative is purporting to act on behalf of the Acquired Companies or the Seller, shall be deemed to constitute a breach of this Section 4.3 by the Acquired Companies and the SellerPurchaser.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Creek Road Miners, Inc.), Agreement and Plan of Merger (Creek Road Miners, Inc.)

No Negotiation. (a) None Until the earlier of the Acquired Companies nor Closing or the termination of this Agreement pursuant to ARTICLE X, Seller nor any of their respective Representatives shall not, directly or indirectly, and shall not authorize or permit the Company or the Other Seller Subsidiaries or any Representative of the foregoing directly or indirectly to, (i) solicit, initiate, encourage, induce or knowingly encourage or induce facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer related relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that could reasonably be expected to lead to any such inquiries or the making of any such proposal or offeran Acquisition Proposal, (ii) furnish any information regarding the Acquired Companies Company or the Other Seller Subsidiaries to any Person in connection with or in response to an Acquisition Transaction Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition TransactionProposal, (iii) engage in discussions or negotiations with any Person with respect to any a potential Acquisition TransactionTransaction or an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition TransactionProposal, or (v) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Transaction or (vi) enter into any letter of intent or similar document or any Contract having a primary purpose of effectuating, contemplating or which would effect, otherwise relating to any Acquisition Transaction. Without limiting the generality of the foregoing, the Acquired Companies Seller acknowledges and the Seller acknowledge and agree agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of the Acquired Companies Company or the SellerOther Seller Subsidiaries, whether or not such Representative is purporting to act on behalf of the Acquired Companies Company or the SellerOther Seller Subsidiaries, shall be deemed to constitute a breach of this Section 4.3 5.4 by the Acquired Companies and the Seller.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Montrose Environmental Group, Inc.), Membership Interest Purchase Agreement (Montrose Environmental Group, Inc.)

No Negotiation. (a) None From the date hereof until the earlier of termination of this Agreement or the Acquired Companies nor Closing, Seller and its Representatives will not, and Seller shall cause the Seller nor any of their respective Company and its Representatives shall not to, directly or indirectly, (i) solicit, initiate, solicit or knowingly encourage or induce the making, submission or announcement of any inquiries or the making of any proposal with respect to or (ii) engage or participate in negotiations concerning, provide any nonpublic information or data to, or have any discussions with, any person other than Buyer relating to any Spa Business Combination; provided, however, that prior to the effective date of the required Seller shareholder vote to adopt and approve this Agreement, this Section 6.6(a) shall not prohibit Seller from furnishing nonpublic information regarding Seller or the Spa Business to, or entering into discussions with, any Person in response to a Superior Offer or an offer related to an Acquisition Transaction or take any action that could is reasonably be expected to lead to any a Superior Offer that is submitted to Seller by such inquiries or Person (and not withdrawn) if (A) the making Board concludes in good faith, after having taken into account the advice of any its outside legal counsel, that such proposal or offeraction is required in order for the Board to comply with its fiduciary obligations to Seller’s shareholders under applicable law, (iiB) Seller gives Buyer three (3) Business Days prior written notice of the identity of such Person and of Seller’s intention to furnish any information regarding the Acquired Companies to any Person in connection with to, or in response to an Acquisition Transaction or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Transaction, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Transaction, (iv) approve, endorse or recommend any Acquisition Transaction, (v) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Transaction or (vi) enter into any letter discussions with, such Person, and (C) Seller receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of intent all nonpublic information furnished to such Person by or similar document or any Contract having a primary purpose on behalf of effectuating, or which would effect, any Acquisition TransactionSeller. Without limiting the generality of the foregoing, the Acquired Companies Seller acknowledges and the Seller acknowledge and agree agrees that any violation of action inconsistent with any of the restrictions provisions set forth in the preceding sentence by any Representative of the Acquired Companies or the Seller, whether or not such Representative is purporting to act on behalf of the Acquired Companies or the Seller, Seller shall be deemed to constitute a breach of this Section 4.3 by the Acquired Companies and the Seller.6.6

Appears in 1 contract

Samples: Limited Liability Company Membership Interest Purchase Agreement (Britesmile Inc)

No Negotiation. (a) None Until the earlier of the Acquired Companies nor Closing or the Seller termination of this Agreement pursuant to Article IX, neither the Company nor any of their respective Representatives the Stockholders shall directly or indirectly, and shall not authorize or permit the Company or any Representative of the Company to, directly or indirectly (i) solicit, initiate, encourage, induce or knowingly encourage or induce facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer related contemplating or otherwise relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that could reasonably be expected to lead to any such inquiries or the making of any such proposal or offeran Acquisition Proposal, (ii) furnish any information regarding the Acquired Companies Company to any Person in connection with or in response to an Acquisition Transaction Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition TransactionProposal, (iii) engage in discussions or negotiations with any Person with respect to any a potential Acquisition TransactionTransaction or an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or Acquisition Transaction, or (v) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Transaction or (vi) enter into any letter of intent or similar document or any Contract having a primary purpose of effectuating, contemplating or which would effect, otherwise relating to any Acquisition Proposal or Acquisition Transaction. Without limiting the generality of the foregoing, the Acquired Companies Company and the Seller Stockholders acknowledge and agree that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of the Acquired Companies or the SellerCompany, whether or not such Representative is purporting to act on behalf of the Acquired Companies or the SellerCompany, shall be deemed to constitute a breach of this Section 4.3 5.4 by the Acquired Companies and the SellerCompany.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sorrento Therapeutics, Inc.)

No Negotiation. (a) None During the Pre-Closing Period, the Selling Stockholders shall not, and shall not cause or allow the Company to, directly or indirectly, and the Selling Stockholders shall not and shall not authorize or permit any of the Acquired Companies nor the Seller nor or any Representative of any of their respective Representatives shall the Acquired Companies directly or indirectlyindirectly to, (i) solicit, initiate, encourage, induce or knowingly encourage or induce facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer related relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that could reasonably be expected to lead to any such inquiries or the making of any such proposal or offeran Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Transaction Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition TransactionProposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition TransactionProposal, (iv) approve, endorse or recommend any Acquisition Transaction, Proposal or (v) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Transaction or (vi) enter into any letter of intent or similar document or any Contract having a primary purpose of effectuating, contemplating or which would effect, otherwise relating to any Acquisition Transaction. Without limiting the generality of the foregoing, the Acquired Companies and the Seller Selling Stockholders acknowledge and agree that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Acquired Companies or the SellerCompanies, whether or not such Representative is purporting to act on behalf of any of the Acquired Companies or the SellerCompanies, shall be deemed to constitute a breach of this Section 4.3 4.4 by the Acquired Companies and the SellerSelling Stockholders.

Appears in 1 contract

Samples: Primary Stock Purchase Agreement (Optical Communication Products Inc)

No Negotiation. (a) None Until the earlier of the Acquired Companies nor Closing or the termination of this Agreement pursuant to Article IX, neither the Seller nor any of their respective Representatives shall the Sole Stockholder shall, directly or indirectly, : (i) solicit, initiate, encourage, induce or knowingly encourage or induce facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer related relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that could reasonably be expected to lead to any such inquiries or the making of any such proposal or offer, an Acquisition Proposal; (ii) furnish any information regarding the Acquired Companies Seller to any Person in connection with or in response to an Acquisition Transaction Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Transaction, Proposal; (iii) engage in discussions or negotiations with any Person with respect to any a potential Acquisition Transaction, Transaction or an Acquisition Proposal; (iv) approve, endorse or recommend any Acquisition Transaction, Proposal; or (v) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Transaction or (vi) enter into any letter of intent or similar document or any Contract having a primary purpose of effectuating, contemplating or which would effect, otherwise relating to any Acquisition Transaction. Without limiting the generality of the foregoing, the Acquired Companies Seller and the Seller Sole Stockholder acknowledge and agree that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of the Acquired Companies or the Seller, whether or not such Representative is purporting to act on behalf of the Acquired Companies or the Seller, shall be deemed to constitute a breach of this Section 4.3 5.14 by the Acquired Companies and the Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Weyland Tech, Inc.)

No Negotiation. (a) None Until the earlier of the Acquired Companies nor Closing and such time, if any, as this Agreement is terminated pursuant to Article VIII, the Seller nor any Company shall not, and shall cause the Subsidiaries not to, and shall direct each of its or their respective Representatives shall representatives not to, directly or indirectly, indirectly through another Person: (i) solicit, initiate, or knowingly encourage take any action to encourage, facilitate, or induce induce, or that would reasonably be expected to lead to, the making, submission or announcement of any inquiries or the making of of, any proposal or offer related inquiry that constitutes, or is reasonably likely to lead to, an Acquisition Transaction Proposal; (ii) other than informing Persons of the provisions contained in this Section 6.10, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action that could reasonably be expected outside the ordinary course of business to lead encourage, facilitate, or induce any effort or attempt to any such inquiries make or the making of any such proposal or offer, implement an Acquisition Proposal; (iiiii) furnish any non-public information regarding the Acquired Companies Company or any Subsidiary to any Person in connection with or in response to an Acquisition Transaction or an inquiry or indication of interest that could which would reasonably be expected to lead to an Acquisition Transaction, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Transaction, Proposal; (iv) approve, endorse or recommend an Acquisition Proposal or any letter of intent, memorandum of understanding or other Contract contemplating an Acquisition Transaction, Proposal or requiring the Company to abandon or terminate its obligations under this Agreement ; or (v) make resolve or authorize agree to do any statement, recommendation or solicitation in support of any possible Acquisition Transaction or (vi) enter into any letter of intent or similar document or any Contract having a primary purpose of effectuating, or which would effect, any Acquisition Transaction. Without limiting the generality of the foregoing, . Each of the Acquired Companies Lenders and the Seller acknowledge Company shall, and agree shall cause the Subsidiaries to, and shall direct their respective representatives to, (x) immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal, and (y) promptly request the parties to any confidentiality or similar agreement relating to an Acquisition Proposal to promptly return or destroy any confidential information previously furnished or made available by the Company or its representatives thereunder in accordance with applicable confidentiality agreements. Any action by a Subsidiary or representative of the Company that any would, if taken by the Company, be a violation of any of the restrictions set forth in the preceding sentence by any Representative of the Acquired Companies or the Seller, whether or not such Representative is purporting to act on behalf of the Acquired Companies or the Seller, this Section 6.10 shall be deemed to constitute a breach of this Section 4.3 6.10 by the Acquired Companies and Company. An “Acquisition Proposal” shall mean any offer, proposal, or inquiry (other than an offer, proposal or inquiry by Buyer) contemplating or otherwise relating to any transaction or series of related transactions involving any merger, consolidation, share exchange, business combination, issuance of securities, direct or indirect acquisition of securities or any sale, lease, exchange, transfer, acquisition or disposition of any material assets or any liquidation, dissolution, recapitalization, extraordinary dividend or other reorganization of the SellerCompany or the Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dts, Inc.)

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No Negotiation. (a) None Until the earlier of the Acquired Companies nor Closing or the Seller termination of this Agreement pursuant to Article IX, neither the Company nor any of their respective Representatives the Stockholders shall directly or indirectly, (i) solicit, initiate, encourage, induce or knowingly encourage or induce facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer related relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that could reasonably be expected to lead to any such inquiries or the making of any such proposal or offeran Acquisition Proposal, (ii) furnish any information regarding the Acquired Companies Company to any Person in connection with or in response to an Acquisition Transaction Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition TransactionProposal, (iii) engage in discussions or negotiations with any Person with respect to any a potential Acquisition TransactionTransaction or an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition TransactionProposal, or (v) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Transaction or (vi) enter into any letter of intent or similar document or any Contract having a primary purpose of effectuating, contemplating or which would effect, otherwise relating to any Acquisition Transaction. Without limiting the generality of the foregoing, the Acquired Companies Company and the Seller Stockholders acknowledge and agree that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of the Acquired Companies or the SellerCompany, whether or not such Representative is purporting to act on behalf of the Acquired Companies or the SellerCompany, shall be deemed to constitute a breach of this Section 4.3 5.5 by the Acquired Companies and the SellerCompany.

Appears in 1 contract

Samples: Stock Purchase Agreement (Biomarin Pharmaceutical Inc)

No Negotiation. (a) None of Until such time, if any, as this Agreement is terminated pursuant to ARTICLE 10, neither the Acquired Companies nor the Seller Company nor any of their respective Representatives shall the Subsidiaries or ACAS Holders shall, directly or indirectly, (i) solicit, initiate, initiate or knowingly encourage or induce the making, submission or announcement of any inquiries or proposals from, discuss or negotiate with or provide any information to any Person (other than the making Buyer) relating to any transaction involving the sale of the business or assets of the Company or any proposal Subsidiary, or offer related any of the capital stock of the Company or any Subsidiary, or any merger, consolidation, business combination or similar transaction involving the Company or any Subsidiary (each, an “Acquisition Proposal”). The Company shall promptly (but in any event within five (5) days) notify the Buyer orally, and confirm in writing, all relevant details relating to Acquisition Proposals that the Company or any Subsidiary or ACAS Holder may receive relating to any of the matters referred to in this Section. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Transaction Proposal, if the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties under applicable Law and that such Acquisition Proposal will result in, or take any action that could reasonably be expected to lead to any such inquiries constitute or result in, a Superior Proposal from the making party that made the applicable Acquisition Proposal, and the Company shall have informed Buyer promptly in writing following the taking by it of any such proposal or offer, (ii) furnish any information regarding the Acquired Companies to any Person in connection with or in response to an Acquisition Transaction or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Transaction, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Transaction, (iv) approve, endorse or recommend any Acquisition Transaction, (v) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Transaction or (vi) enter into any letter of intent or similar document or any Contract having a primary purpose of effectuating, or which would effect, any Acquisition Transaction. Without limiting the generality of the foregoing, the Acquired Companies and the Seller acknowledge and agree that any violation of any of the restrictions set forth in the preceding sentence by any Representative of the Acquired Companies or the Seller, whether or not such Representative is purporting to act on behalf of the Acquired Companies or the Seller, shall be deemed to constitute a breach of this Section 4.3 by the Acquired Companies and the Selleraction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unique Fabricating, Inc.)

No Negotiation. (a) None Until the earlier of the Acquired Companies nor Closing or the Seller nor termination of this Agreement pursuant to ARTICLE IX, each of the Company and each Stockholder shall not, directly or indirectly, and shall not authorize or permit any Representative of their respective Representatives shall the Company to, directly or indirectly, (i) solicit, initiate, encourage, induce or knowingly encourage or induce facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer related contemplating or otherwise relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that could reasonably be expected to lead to any such inquiries or the making of any such proposal or offeran Acquisition Proposal, (ii) furnish any information regarding the Acquired Companies Company or any Stockholder to any Person in connection with or in response to an Acquisition Transaction Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition TransactionProposal, (iii) engage in discussions or negotiations with any Person with respect to any a potential Acquisition TransactionTransaction or an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or Acquisition Transaction, or (v) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Transaction or (vi) enter into any letter of intent or similar document or any Contract having a primary purpose of effectuating, contemplating or which would effect, otherwise relating to any Acquisition Proposal or Acquisition Transaction. Without limiting the generality of the foregoing, each of the Acquired Companies Company and the Seller Stockholders acknowledge and agree that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of the Acquired Companies or the SellerCompany, whether or not such Representative is purporting to act on behalf of the Acquired Companies or the SellerCompany, shall be deemed to constitute a breach of this Section 4.3 5.4 by the Acquired Companies and the SellerCompany.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sorrento Therapeutics, Inc.)

No Negotiation. (a) None of During the Acquired Companies nor Pre-Closing Period, neither the Seller Company nor any of their respective Representatives the Shareholders shall directly or indirectly, and shall not authorize or permit any of the other Acquired Entities or any Representative of any of the Acquired Entities directly or indirectly to, (i) solicit, initiate, encourage, induce or knowingly encourage or induce facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer related relating to an Acquisition Transaction other than leases of the Real Property in the ordinary course of business (an “Acquisition Proposal”) or take any action that could reasonably be expected to lead to any such inquiries or the making of any such proposal or offeran Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies Entities to any Person in connection with or in response to an Acquisition Transaction Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition TransactionProposal, (iii) engage in discussions or negotiations with any Person with respect to any a potential Acquisition TransactionTransaction (other than leases of Real Property in the ordinary course of business) or an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition TransactionProposal, or (v) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Transaction or (vi) enter into any letter of intent or similar document or any Contract having a primary purpose of effectuating, contemplating or which would effect, otherwise relating to any Acquisition TransactionTransaction (other than leases of Real Property in the ordinary course of business). Without limiting the generality of the foregoing, the Acquired Companies Company and the Seller Shareholders acknowledge and agree that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Acquired Companies or the SellerEntities, whether or not such Representative is purporting to act on behalf of any of the Acquired Companies or the SellerEntities, shall be deemed to constitute a breach of this Section 4.3 6.4 by the Acquired Companies and the SellerCompany.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bassett Furniture Industries Inc)

No Negotiation. (a) None Until the earlier of the Acquired Companies nor Closing or the Seller nor any termination of their respective Representatives this Agreement pursuant to Section 8, the Company and each of the Shareholders hereby covenant with and undertake to Parent and Purchaser that the Company shall not, directly or indirectly, and shall not authorize or permit any Representative of the Company, directly or indirectly, to, (i) solicit, initiate, encourage, induce or knowingly encourage or induce facilitate the making, submission or announcement of any inquiries inquires or the making of any proposal or offer related contemplating or otherwise relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that could reasonably be expected to lead to any such inquiries or the making of any such proposal or offeran Acquisition Proposal, (ii) furnish any information regarding the Acquired Companies Company to any Person in connection with or in response to an Acquisition Transaction Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition TransactionProposal, (iii) engage in discussions or negotiations with any Person with respect to any a potential Acquisition TransactionTransaction or an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or Acquisition Transaction, or (v) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Transaction or (vi) enter into any letter of intent or similar document or any Contract having a primary purpose of effectuating, contemplating or which would effect, otherwise relating to any Acquisition Proposal or Acquisition Transaction. Without limiting the generality of the foregoing, the Acquired Companies Company acknowledges and the Seller acknowledge and agree agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of the Acquired Companies or the SellerCompany, whether or not such Representative is purporting to act on behalf of the Acquired Companies or the SellerCompany, shall be deemed to constitute a breach of this Section 4.3 5.4 by the Acquired Companies and the SellerCompany.

Appears in 1 contract

Samples: Share Purchase Agreement (Procera Networks Inc)

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