No Shop. None of the Stockholders, the Company, nor any agent, officer, director, trustee or any representative of any of the foregoing will, during the period commencing on the date of this Agreement and ending with the earlier to occur of the Funding and Consummation Date or the termination of this Agreement in accordance with its terms, directly or indirectly:
No Shop. Until the earlier of the Closing Date or ------- termination of this Agreement pursuant to Article XII, Parent shall not, and ----------- shall cause the Companies and each of Parent's subsidiaries not to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors or consultants) not to, (a) make, solicit, assist, initiate, or in any way facilitate or encourage any inquiries, proposals, offers or bids from any Person or group (other than Buyer) (each, a "Third Party") ----------- relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries to any Third Party or (ii) cooperate with any Third Party with respect to any proposed or contemplated Acquisition Transaction or (d) proceed or continue with any discussions or negotiations in respect of any of the foregoing which may be in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connect...
No Shop. Parent shall, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing.
No Shop. 30 7.5 Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 7.6
No Shop. From the date of this Agreement until the earlier of (i) the Closing Date, or (ii) the termination of this Agreement, the Company shall not, and the Company shall cause the Company's shareholders, officers, directors, employees and other agents not to, directly or indirectly, take any action to solicit, initiate or encourage any offer or proposal or indication of interest in a merger, consolidation or other business combination involving any equity interest in, or a substantial portion of the assets of the Company, other than in connection with the transactions contemplated by this Agreement. The Company shall immediately advise the Buyer of the terms of any offer, proposal or indication of interest that it receives or otherwise becomes aware of.
No Shop. Until the Call Period has expired without the Call Option having been exercised, or this Agreement has been terminated in accordance with its terms: (i) neither the Company nor Protiva will, nor will the Company or Protiva authorize or permit any of their respective officers, directors, Affiliates or employees, or any investment banker, attorney or other advisor or representative retained by them to directly or indirectly, (A) solicit, initiate or induce the making, submission or announcement of any Acquisition Proposal, (B) participate in any discussions or negotiations regarding, or furnish to any Person any “non-public” 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 Acquisition Proposal, (C) engage in discussions with any Person with respect to an Acquisition Proposal, except as to disclose the existence of these provisions, including in response to any initial unsolicited expression of an Acquisition Proposal, (D) endorse or recommend any Acquisition Proposal, or (E) enter into any letter of intent or document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; and (ii) the Company and Protiva will promptly notify Monsanto Canada of the receipt after the Effective Date of any proposal relating to an Acquisition Proposal or of any request for information relating to the Company or for access to the properties, books or records of the Company by any Person who has informed the Company or Protiva that such Person is considering making, or has made, an Acquisition Proposal, and the Company and Protiva will promptly provide Monsanto Canada with a summary of any documents received relating to an Acquisition Proposal and will keep Monsanto Canada informed regarding the status and details of any such Acquisition Proposal. “Acquisition Proposal” means any offer or proposal relating to any Acquisition Transaction. “Acquisition Transaction” means (1) any transaction or series of related transactions, other than the transactions contemplated by this Agreement, involving the purchase of all or a majority of the units or equity interests or assets of the Company or the purchase, acquisition, or sublicense of any right, title or interest of the Company in, to, or under the PadCo-Protiva License and Services Agreement, (2) any agreement to enter into a business combination with the Compan...
No Shop. (a) The Seller shall not and shall cause the Company not to, directly or indirectly, through any representative or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept, or consider any proposal of any other Person relating to the acquisition of the Stock or the Company, its assets or business, in whole or in part, whether directly or indirectly, through purchase, merger, consolidation, or otherwise (other than sales of inventory in the ordinary course); and
No Shop. Neither the Shareholder, the Seller, nor any agent, employee, officer, director, trusteeor any representative of any of the foregoing will, during the period commencing on the date of this Agreement and ending with the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms, directly or indirectly, solicit or initiate the submission of proposals or offers from any person or entity for, participate in any discussions pertaining to, or furnish any information to any person or entity other than the Purchaser or the Purchaser’s authorized agent, relating to any acquisition or purchase of all or a material amount of the assets of,or any equity interest in, the Seller or any merger, consolidation or business combination of or involving the Seller.
No Shop. Subject to the exceptions stated in this Section 5.14 and prior to the entry by the Bankruptcy Court of the Bidding Procedures Order (after which time such final order shall govern any solicitations by Sellers with respect to any Alternative Transaction), Sellers shall not take, nor shall they permit any of their respective Affiliates (or authorize or permit any of their representatives acting for or on behalf of any Seller or any of its Affiliates) to take, directly or indirectly, any action to solicit or negotiate any offer from any Person concerning an Alternative Transaction; provided, however, that nothing herein shall prohibit furnishing confidential information with respect to the Business or permitting access to the assets and properties and books and records of any Seller). If, prior to the entry by the Bankruptcy Court of the Bidding Procedures Order, Sellers or any of their respective Affiliates (or any representative acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Sellers shall promptly advise such Person, by written notice, of the motion filed with the Bankruptcy Court seeking entry of the Bidding Procedures Order and will promptly, orally and in writing, advise Buyer of such offer, inquiry or request and deliver a copy of such notice to Buyer, except to the extent so doing would violate an existing confidentiality agreement. For purposes of this Section 5.14, an "Alternative Transaction" means any proposal for a merger or other business combination involving Sellers with respect to the Acquired Business, other than the transactions contemplated by this Agreement; provided, however, that any proposal or offer to acquire in any manner, directly or indirectly, substantially all of the business of Parent or an Equity Security in, or a substantial portion of the assets of, any of the Excluded Subsidiaries, shall not be deemed an Alternative Transaction.
No Shop. Until the earlier of the Closing or the termination of this Agreement, none of the Stockholder, the Company or any Asset Seller shall directly or indirectly, through any officer, director, manager, employee, Affiliate, agent, intermediary or representative of the Stockholder, the Company or any Asset Seller or otherwise (including any Company Representative): (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any purchase of the Company’s assets or any Purchased Assets (other than any purchase of assets in the ordinary course of business consistent with past practice or any purchase of immaterial assets), or any equity securities of the Company or any merger, consolidation, share exchange, business combination, recapitalization, reclassification or other similar transaction involving the Company (each, an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal or any other transaction that would have the effect of preventing or limiting the Acquisition and the other Transactions. The Stockholder shall promptly (and in any event within one (1) Business Day of learning of the relevant information) notify Purchaser if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing, together with the material details of such proposal, offer, inquiry or contact, and, to the extent not prohibited by any confidentiality obligations existing as of the date of this Agreement, the identity of the potential purchaser.
