NO OTHER DISCUSSIONS Clause Samples

NO OTHER DISCUSSIONS. The Company, the Shareholders, and their respective Affiliates, employees, agents and representatives will not (i) initiate, encourage the initiation by others of discussions or negotiations with third parties or respond to solicitations by third persons relating to any merger, sale or other disposition of any substantial part of the assets, business or properties of the Company or any or all of its subsidiaries (whether by merger, consolidation, sale of stock or otherwise) or (ii) enter into any agreement or commitment (whether or not binding) with respect to any of the foregoing transactions. The Company will immediately notify Republic if any third party attempts to initiate any solicitation, discussion or negotiation with respect to any of the foregoing transactions.

NO OTHER DISCUSSIONS. Until this Agreement is terminated as herein provided, none of the Shareholders, Seller, or its Affiliates, employees, agents, and representatives will: (i) initiate, encourage the initiation by others of discussions or negotiations with third parties or respond to solicitations by third persons relating to any merger, sale, or other disposition of any substantial part of the assets, the Business or the properties of Seller (whether by merger, consolidation, sale of stock, sale of assets, or otherwise); or (ii) enter into any agreement or commitment (whether or not binding) with respect to any of the foregoing transactions. The Sellers will immediately notify Purchaser if any third party attempts to initiate any solicitation, discussion, or negotiation with respect to any of the foregoing transactions.

NO OTHER DISCUSSIONS. The Company and the Shareholders and their respective Affiliates, employees, agents and representatives will not (a) initiate or encourage the initiation by others of discussions or negotiations with third parties, or respond to solicitations by third persons, relating to any merger, sale or other disposition of any substantial part of the assets, capital stock (or derivatives thereof), business or properties of the Company (whether by merger, consolidation, sale of stock or otherwise), or (b) enter into any agreement or commitment (whether or not binding) with respect to any of the foregoing transactions. The Company and the Shareholders will immediately notify Medical Manager if any third party attempts to initiate any solicitation, discussion or negotiation with respect to any of the foregoing transactions and shall provide Medical Manager with the name of such third party and the substance of any communications and terms of any offers.

NO OTHER DISCUSSIONS. Until this Agreement is terminated in accordance with its provisions, the Company, the Shareholders, and their respective Affiliates, employees, agents and representatives will not (i) initiate, encourage the initiation by others of discussions or negotiations with third parties or respond to solicitations by third persons relating to any merger, sale or other disposition of any substantial part of the assets, business or properties of the Company (whether by merger, consolidation, sale of stock or otherwise) or (ii) enter into any agreement or commitment (whether or not binding) with respect to any of the foregoing transactions. Until this Agreement is terminated in accordance with its provisions, the Company and the Shareholders will immediately notify ASFS if any third party attempts to initiate any solicitation, discussion or negotiation with respect to any of the foregoing transactions.

NO OTHER DISCUSSIONS. Commencing on the date hereof and extending through and including the earlier of the Closing Date or termination of this Agreement pursuant to Section 13.3., Shareholder will discontinue negotiations with others and will not enter into discussions or negotiate with or entertain or accept the unsolicited offer of any other party concerning the potential sale of all or any part of the assets of the Orthodontic Business or shares of Seller or the merger or consolidation or other business combination of Seller with respect to its Orthodontic Business with any person other than Buyer. Shareholder will notify Buyer of any offers or inquiries with respect thereto and provide copies of any written offers or proposals.

NO OTHER DISCUSSIONS. Unless or until this Agreement is terminated as provided herein, Seller will not enter into any discussions with any third party concerning the Assets, or furnish any information relating to the Assets to any third party, for the purpose of considering, soliciting or inducing any offer by such third party.

NO OTHER DISCUSSIONS. Between the Execution Date and the Closing, AT&T shall not, and shall cause its Affiliates and its and its Affiliates’ officers and directors not to, and shall instruct and use its reasonable best efforts to cause its and their respective other Representatives not to, directly or indirectly (except as otherwise contemplated by this Agreement), (a) solicit, initiate, encourage, or knowingly facilitate any inquiry with respect to or that would reasonably be expected to lead to, or the making or submission of, any proposal for the direct or indirect acquisition, exchange, refinancing of, or similar transaction involving or relating to any Equity Interests of Blocker or the Company, whether by merger, stock purchase, asset sale or otherwise, but excluding sales of inventory and obsolete assets in the Ordinary Course (an “Acquisition Proposal”), (b) participate in any negotiations regarding, or furnish to any Person any nonpublic information relating or with respect to, any Acquisition Proposal, or in response to any inquiries or proposals that would reasonably be expected to lead to any Acquisition Proposal, (c) engage in negotiations with any Person with respect to any Acquisition Proposal or (d) enter into any letter of intent or similar document or any agreement or commitment providing for, any Acquisition Proposal. AT&T shall, and shall direct its Affiliates and its and its Affiliates’ officers and directors, and shall instruct and use its reasonable best efforts to cause its and their respective other Representatives to, immediately cease and cause to be terminated all existing discussions, negotiations and other communications with any Person conducted heretofore with respect to the Transactions. AT&T shall notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing (whether solicited or unsolicited).

NO OTHER DISCUSSIONS. Until the earlier of the Closing or the termination of this Agreement, the Companies and Seller and their respective Affiliates, employees, agents and representatives will not (a) initiate, encourage the initiation by others of discussions or negotiations with third parties or respond to solicitations by third persons relating to any merger, sale or other disposition of any substantial part of the assets, capital stock (or derivatives thereof), business or properties of the Companies (whether by merger, consolidation, sale of stock, sale of assets, or otherwise), or (b) enter into any agreement or commitment (whether or not binding) with respect to any of the foregoing transactions. The Companies and Seller will promptly notify Purchaser if any third party attempts to initiate any solicitation, discussion, or negotiation with respect to any of the foregoing transactions, and shall provide Purchaser with the name of such third parties and the terms of any offers.

NO OTHER DISCUSSIONS. Prior to September 30, 1997, the Company shall not, nor shall it permit any of its subsidiaries or affiliates to, nor shall it authorize or permit any officer, director, employee, investment banker, attorney or other advisor or representative of the Company or any of its subsidiaries to, (a) solicit, initiate or encourage the submission of any merger proposal with respect to the Company, (b) enter into any agreement with respect to any such proposal, or (c) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any merger proposal with respect to the Company. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any executive officer of the Company or any of its subsidiaries or affiliates or any investment banker or other advisor to any representative of the Company, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section by the Company. For this Agreement, "a merger proposal" means any proposal, other than a proposal by MTLM or any of its affiliates, for a merger or other business combination involving the Company or any proposal or offer, other than a proposal or offer by MTLM or any of its affiliates, to acquire in any manner, directly or indirectly, an equity interest in the Company, any voting securities of the Company or a substantial portion of the assets of the Company, taken as a whole.