Common use of No Solicitation of Competing Transaction Clause in Contracts

No Solicitation of Competing Transaction. Neither Seller nor any Affiliate of Seller shall (and Seller shall cause the officers, directors, employees, representatives and agents of Seller and each Affiliate of Seller including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any Person or group (other than Buyer, any of its Affiliates or representatives) concerning any Acquisition Proposal. Seller shall not approve or recommend, or propose to approve or recommend any Acquisition Proposal, or enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, Seller shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and Seller shall request (or if Seller has the contractual right to do so, demand) the return or destruction of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with Seller’s efforts to sell the Company and the Related Assets. Seller shall immediately notify the Buyer of the existence of any proposal or inquiry received by Seller on or after the date of this Agreement, and Seller shall immediately communicate to the Buyer the terms of any proposal or inquiry which Seller may receive on or after the date of this Agreement (and shall immediately provide to the Buyer copies of any written materials received by Seller in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry.

No Solicitation of Competing Transaction. Neither From and after the date hereof until the Closing Date, neither the Seller nor any Affiliate of the Seller shall (and the Seller shall cause the officers, directors, employees, representatives and agents of the Seller and each Affiliate of Seller the Seller, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in or initiate discussions or negotiations with, or provide any information to, any Person or group (other than Buyerthe Purchaser, any of its Affiliates or representatives) concerning any Acquisition Proposal. The Seller shall not approve or recommend, or propose to approve or recommend any Acquisition Proposal, or enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Unitholder and the Seller shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and foregoing. The Seller shall request (or if Seller has the contractual right to do so, demand) the return or destruction of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with Seller’s efforts to sell the Company and the Related Assets. Seller shall immediately promptly notify the Buyer Purchaser of the existence of any proposal or inquiry received by the Seller on or after the date of this Agreementany Unitholder, and the Seller shall immediately communicate to the Buyer Purchaser the terms of any proposal or inquiry which Seller any of them may receive on or after the date of this Agreement (and shall immediately provide to the Buyer Purchaser copies of any written materials received by the Seller or any Unitholder in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry.

No Solicitation of Competing Transaction. Neither Seller nor any Affiliate 8.3 No Solicitation of Seller shall (and Seller shall cause the officers, directors, employees, representatives and agents of Seller and each Affiliate of Seller including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any Person or group (other than Buyer, any of its Affiliates or representatives) concerning any Acquisition Proposal. Seller shall not approve or recommend, or propose to approve or recommend any Acquisition Proposal, or enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, Competing Transaction Seller shall immediately cease cease, and shall cause it representatives to immediately cease, any and all existing activities, discussions or negotiations with any parties persons conducted heretofore with respect to any Competing Transaction (as hereinafter defined). At all times during the period commencing with the Effective Date and continuing until the earlier of (a) the foregoing and Closing, or (b) the termination of this Agreement pursuant to its terms, Seller shall request (or if Seller has the contractual right to do so, demand) the return or destruction of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with Seller’s efforts to sell the Company and the Related Assets. Seller shall immediately notify the Buyer of the existence of any proposal or inquiry received by Seller on or after the date of this Agreementnot, and Seller shall immediately communicate cause its representatives not to, directly or indirectly, (i) initiate, solicit or encourage (including by way of furnishing information regarding the Business or the Property or the Assumed Liabilities) any inquiries, or make any statements to third parties which may reasonably be expected to lead to any proposal concerning the sale of Seller, the Business or the Property or the Assumed Liabilities (whether by way of merger, purchase of equity, purchase of assets or otherwise) (a “Competing Transaction”); or (ii) hold any discussions or enter into any agreements with, or provide any information or respond to, any third party concerning a proposed Competing Transaction or cooperate in any way with, agree to, assist or participate in, solicit, consider, entertain, facilitate or encourage any effort or attempt by any third party to do or seek any of the foregoing. If at any time prior to the Buyer earlier of (x) the terms of any proposal Closing or inquiry which Seller may receive on or after (y) the date termination of this Agreement pursuant to its terms, Seller is approached in any manner by a third party concerning a Competing Transaction (a “Competing Party”), Seller shall promptly inform Buyer regarding such contact and shall immediately provide to the furnish Buyer copies with a copy of any written materials received by Seller in connection with such inquiry or proposal, discussionor, negotiation or inquiry) if not in writing, a description thereof, including the name of such Competing Party, and the identity Seller shall keep Buyer informed of the party making such proposal status and details of any future notices, requests, correspondence or inquirycommunications related thereto.

No Solicitation of Competing Transaction. Neither Seller (a) Until June 30, 2003, neither the Shareholder, the Company nor any Company Subsidiary or Affiliate of Seller the Company shall (and Seller the Company shall cause the officers, directors, employees, representatives and agents of Seller the Company, each Company Subsidiary and each Affiliate of Seller the Company, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in or initiate discussions or negotiations with, or provide any information to, any Person or group (other than BuyerPurchaser, any of its Affiliates or representatives) concerning any Acquisition Proposal. Seller None of the Shareholder, the Company or any Company Subsidiary shall not approve or recommend, or propose to approve or recommend any Acquisition Proposal, or enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, Seller the Shareholder and the Company shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing foregoing, and Seller the Shareholder and the Company shall request (or if Seller any of them has the contractual right to do so, demand) the return or destruction of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with Seller’s the Shareholder's efforts to sell the Company. The Company and the Related Assets. Seller Shareholder shall immediately notify the Buyer Purchaser of the existence of any proposal or inquiry received by Seller on the Company or after the date of this AgreementShareholder, and Seller the Company and the Shareholder shall immediately communicate to the Buyer Purchaser the terms of any proposal or inquiry which Seller any of them may receive on or after the date of this Agreement (and shall immediately provide to the Buyer Purchaser copies of any written materials received by Seller the Company or any Shareholder in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry.

No Solicitation of Competing Transaction. (a) Neither Seller, Seller Subsidiary nor any Affiliate of Seller thereof shall (and Seller shall cause the officers, directors, employees, representatives and agents of Seller, Seller Subsidiary and each Affiliate of Seller thereof, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any Person or group (other than BuyerPurchaser, any of its Affiliates or representatives) concerning any Acquisition Proposal. Seller shall not approve or recommend, or propose to approve or recommend any Acquisition Proposal, or enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, Seller and Seller Subsidiary and their representatives shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and Seller and Seller Subsidiary shall request (or if Seller or Seller Subsidiary has the contractual right to do so, demand) the return or destruction of all documents, analyses, financial statements, projections, descriptions and other data previously previous furnished to others in connection with Seller’s efforts to sell the Company and the Related Purchased Assets, Seller or Seller Subsidiary. Seller shall immediately notify the Buyer Purchaser of the existence of any proposal or inquiry received by Seller, Seller on Subsidiary or after the date of this Agreement, their representatives and Seller shall immediately communicate to the Buyer Purchaser the terms of any proposal or inquiry which Seller may receive on or after the date of this Agreement be received (and shall immediately provide to the Buyer Purchaser copies of any written materials received by Seller in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry.

No Solicitation of Competing Transaction. Neither Seller nor (a) None of Seller, TV, License Co. or any Affiliate of Seller thereof shall (and Seller Seller, TV and License Co. shall cause the officers, directors, employees, representatives and agents of Seller and each Affiliate of Seller such parties, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate, enter into, continue or participate in or initiate discussions or negotiations with, or provide any information to, any Person or group (other than BuyerPurchaser, any of its Affiliates or representatives) concerning any Acquisition Proposal. Seller None of Seller, TV or License Co. shall not approve or recommend, or propose to approve or recommend any Acquisition Proposal, or enter into any agreement agreement, arrangement, understanding or commitment with respect to any Acquisition Proposal. Upon execution of this Agreement, Seller Seller, TV and License Co. shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing foregoing, and Seller Seller, TV and License Co. shall request (or if Seller any of them has the contractual right to do so, demand) the return or destruction of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with Seller’s efforts to sell the Company and the Related Assetsany Acquisition Proposal. Seller shall immediately notify the Buyer Purchaser of the existence of any proposal or inquiry received by Seller on Seller, TV or after the date of this Agreement, License Co. with respect to an Acquisition Proposal and Seller shall immediately communicate to the Buyer Purchaser the terms of any proposal or inquiry with respect to an Acquisition Proposal which Seller may receive on or after the date of this Agreement (and shall immediately provide to the Buyer Purchaser copies of any written materials received by Seller in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry.

No Solicitation of Competing Transaction. Neither Seller nor any ---------------------------------------- Affiliate of Seller shall (and Seller shall cause the officers, directors, employees, representatives and agents of Seller and each Affiliate of Seller including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any Person or group (other than Buyer, any of its Affiliates or representatives) concerning any Acquisition Proposal. Seller shall not approve or recommend, or propose to approve or recommend any Acquisition Proposal, or enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, Seller shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and Seller shall request (or if Seller has the contractual right to do so, demand) the return or destruction of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with Seller’s 's efforts to sell the Company and the Related Assets. Seller shall immediately notify the Buyer of the existence of any proposal or inquiry received by Seller on or after the date of this Agreement, and Seller shall immediately communicate to the Buyer the terms of any proposal or inquiry which Seller may receive on or after the date of this Agreement (and shall immediately provide to the Buyer copies of any written materials received by Seller in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry.

No Solicitation of Competing Transaction. (a) Neither Seller nor any Affiliate of Seller shall (and Seller shall cause the officers, directors, employees, representatives and agents of Seller and each Affiliate of Seller including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any Person or group (other than BuyerPurchaser, any of its Affiliates or representatives) concerning any Acquisition Proposal. Seller shall not approve or recommend, or propose to approve or recommend any Acquisition Proposal, or enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, Seller shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and Seller shall request (or if Seller has the contractual right to do so, demand) the return or destruction of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with Seller’s efforts to sell the Company and the Related AssetsBusiness. Seller shall immediately notify the Buyer Purchaser of the existence of any proposal or inquiry received by Seller on or after the date of this AgreementSeller, and Seller shall immediately communicate to the Buyer Purchaser the terms of any proposal or inquiry which Seller may receive on or after the date of this Agreement (and shall immediately provide to the Buyer Purchaser copies of any written materials received by Seller in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry.