Common use of NO OTHER DISCUSSIONS Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Medical Manager Corp), Purchase Agreement (Medical Manager Corp)

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NO OTHER DISCUSSIONS. The Company and Company, the Shareholders Shareholders, and their respective Affiliates, employees, agents and representatives will not (ai) initiate or initiate, encourage the initiation by others of discussions or negotiations with third parties, parties or respond to solicitations by third persons, 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 stock, sale of assets or otherwise), ) or (bii) 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 transactions, and shall provide Medical Manager with the name of such third party and parties, the substance of any communications and the terms of any offers.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medical Manager Corp)

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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 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 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Manager Corp)

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