No-Shop Agreement. Until the earlier of the termination of this Agreement in accordance with Article 8 or the First Closing Date, except as provided by Section 5.4 of the Disclosure Schedule, the Company will not, and will not cause nor permit any of its Affiliates or any of its or their directors, officers, employees, agents or representatives to: (a) negotiate, authorize, recommend, enter into or propose to enter into, with any person other than the Purchaser or persons designated by the Purchaser, any transaction involving (directly or indirectly) an issuance, sale or acquisition of any class or series of securities of the Company (other than employee, director and consultant stock option grants consistent with past custom and practice, Employee Stock Purchase Plan transactions and shares issued upon exercise of (A) warrants in existence as of the date hereof or (B) options granted to employees, directors or consultants of the Company and its Subsidiaries and that are either in existence as of the date hereof or that have been granted consistent with past custom and practice), a sale or lease of material assets by the Company (other than product sales in the ordinary course of business), or any merger, recapitalization, business combination, strategic alliance, joint venture or similar transaction involving the Company (a Competing Transaction), (b) continue to engage in any pending discussions or negotiations with any third party concerning any previously proposed Competing Transaction, (c) knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals, indications of interest or offers in respect of a Competing Transaction, or (d) knowingly furnish or cause to be furnished to any person any information in furtherance of a Competing Transaction. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or the Company’s Board of Directors between the date of this Agreement and prior to the date of the Company Stockholders’ Meeting from (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written proposal for a Competing Transaction; (B) engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written proposal for a Competing Transaction; or (C) withdrawing the Company Board Recommendation or modifying the Company Board Recommendation in a manner adverse to the Purchaser (any such action, a Change in Recommenda...
No-Shop Agreement. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to Section 7.1, the Stockholders (severally but not jointly) and the Company
No-Shop Agreement. Unless and until this Agreement is ------------- ----------------- terminated pursuant to Article XI without the Closing having taken place, Seller, and Shareholders will not directly or indirectly solicit offers for the shares or the assets of Seller or for a merger or consolidation involving Seller, or respond to inquiries from, share information with, negotiate with or in any way facilitate inquiries or offers from, third parties who express or who have heretofore expressed an interest in acquiring Seller by merger, consolidation or other combination or acquiring any of Seller's assets; nor will the Shareholders permit Seller to do any of the foregoing.
No-Shop Agreement. Neither the Company, the Three Controlling Shareholders nor any of their respective affiliates, officers, directors, consultants, related persons, advisors, debt and/or equity holders or agents shall directly and/or indirectly (a) initiate contact with, solicit or encourage any inquiries or proposals by, or (b) enter into any discussions or negotiations with, or disclose directly or indirectly any information concerning its business, prospects, and properties to, or afford any access to its properties, books and records to, any corporation, partnership, person, or other entity or group (other than the Investor and its affiliates, employees, representatives, and agents) regarding a sale of all or a portion of the Company’s securities or a merger, consolidation, or sale of all or a substantial portion of the assets of the Company or any similar transaction until termination of this Agreement pursuant to Section 6.5 hereof.
No-Shop Agreement. Neither the Company nor any of their respective affiliates, officers, directors, consultants, related persons, advisors, debt and/or equity holders or agents shall directly and/or indirectly (a) initiate contact with, solicit or encourage any inquiries or proposals by, or (b) enter into any discussions or negotiations with, or disclose directly or indirectly any information concerning its business, prospects, and properties to, or afford any access to its properties, books and records to, any corporation, partnership, person, or other entity or group (other than the Purchaser and its affiliates, employees, representatives, and agents) regarding a sale of all or a portion of the Company’s securities or a merger, consolidation, or sale of all or a substantial portion of the assets of the Company or any similar transaction until termination of this Agreement pursuant to Section 6.5 hereof.
No-Shop Agreement. Until the earlier of the Closing Date or a termination of this Agreement pursuant to Article IX, each Seller shall not, and shall not cause the Company and its employees, officers, directors, representatives, and agents (including, without limitation, investment bankers, attorneys, accountants and other financial advisors or consultants) 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) relating to a purchase, merger, reorganization, share exchange, consolidation or similar transaction involving the sale of all or substantially all of the assets of any Company Entity or of any capital stock or any other equity interest of any Company Entity (a “Sale Transaction”), (b) enter into any understanding, arrangement, agreement or agreement in principle with any Person or group (other than Buyer) relating to any proposed or contemplated Sale Transaction, nor (c) 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.
No-Shop Agreement. In consideration of the mutual covenants set forth herein and Buyer’s willingness to pursue this transaction, Seller shall not, except as expressly contemplated herein, directly or indirectly, without Buyer’s prior written consent, initiate or hold discussions with, or provide any information to, any Person (other than Buyer) concerning a purchase, affiliation, joint venture or lease of all or a material part of the assets or membership interests of Seller, whether by sale of capital stock, merger, consolidation, sale of assets, lease, affiliation, joint venture or other transaction. Seller will promptly notify Buyer by telephone and thereafter confirm in writing if any such discussions or negotiations are sought to be initiated with, or any such proposal or possible proposal is received by Seller or its officers, managers, members, advisors or Affiliates and shall indicate in reasonable detail the identity of the Person making and the terms and conditions of such proposal, inquiry or contact. In the event Seller receives an unsolicited offer relating to a type of transaction described above, Seller shall promptly inform the Person making such unsolicited offer of the existence of this provision, and Seller shall decline to entertain such offer.
No-Shop Agreement. In consideration of the mutual covenants set forth herein and Buyer’s willingness to pursue this transaction, neither Seller nor any of Seller’s officers, directors or Affiliates shall, except as expressly contemplated herein, directly or indirectly, without Buyer’s prior written consent, initiate or hold discussions with, or provide any information to, any corporation, partnership, Person or other entity (other than Buyer) concerning a purchase, affiliation, joint venture or lease of all or a material part of or an investment in the Facility or Business, directly or indirectly, whether by sale of capital stock, merger, consolidation, sale of assets, lease, affiliation, joint venture or other transaction. Seller will within 2 days notify Buyer by telephone and thereafter confirm in writing if any such discussions or negotiations are sought to be initiated with, or any such proposal or possible proposal is received by Seller or its officers, directors, advisors or Affiliates and shall indicate in reasonable detail the identity of the person and the terms and conditions of such proposal, inquiry or contact. In the event Seller or its officers, directors or Affiliates receives an unsolicited offer relating to a type of transaction described above, Seller shall promptly inform the person making such unsolicited offer of the existence of this provision, and Seller shall decline to entertain such offer.
No-Shop Agreement. In consideration of this Agreement and the time and expense to be incurred mutually by all parties conducting its due diligence investigation, neither the Company nor Xxxxx or their respective employees and agents will solicit, negotiate with or provide any information to any other person, firm or entity regarding any acquisition of the assets or capital stock of the parties or any merger or other business combination involving the parties or their assets or capital stock, through the earlier of (i) the Closing Date or (ii) one hundred (120) days from the date hereof subject to a mutually agreeable extension. The parties agree that any breach or threatened breach of the provisions of this Section may be enjoined by a court of competent jurisdiction and damages may be in order. The parties agree that the state and federal courts located in Orange County, Florida shall have personal and subject matter jurisdiction as to any such injunctive relief.
No-Shop Agreement. For the purpose of this section, "Acquisition Proposal" shall mean any offer or proposal relating to any "Acquisition Transaction." "Acquisition Transaction" shall mean any transaction or series of related transactions other than the transactions contemplated by this letter involving: (A) any acquisition or purchase from a party hereto by any person or "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of more than a 10% interest in the total outstanding voting securities of such party or any of its respective subsidiaries or any tender offer or exchange offer that if consummated would result in any person or "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning 10% or more of the total outstanding voting securities of such party or any of its respective subsidiaries or any merger, consolidation, business combination or similar transaction involving such party pursuant to which the stockholders of such party immediately preceding such transaction hold less than 90% of the equity interests in the surviving or resulting entity of such transaction; (B) 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 more than 10% of the assets of such party; or (C) any liquidation, dissolution, recapitalization or other significant corporate reorganization of such party.
