Sale of Assets; Negotiations. Seller shall not, directly or indirectly, sell or encumber all or any part of the Assets, other than in the ordinary course of the Business consistent with past practice, or initiate or participate in any discussions or negotiations or enter into any agreement to do any of the foregoing. Seller shall not provide any confidential information concerning the Business or its properties or assets to any third party other than in the ordinary course of business.
Sale of Assets; Negotiations. From and after the date hereof through ---------------------------- the Closing Date, Seller shall not, and Seller shall cause its respective Affiliates, directors, officers, managers, members, employees, agents, representatives, legal counsel, and financial advisors not to: (a) solicit, initiate, accept, consider, entertain or encourage the submission of proposals or offers from any Person with respect to the acquisition contemplated by this Agreement or any similar transaction wherein such Person would directly or indirectly acquire all or any portion of the Assets or ownership interests in Seller, or any merger, consolidation, or business combination, directly or indirectly, with or for Seller, or (b) participate in any negotiations regarding, or, except as required by legal process (including pursuant to discovery or agreements existing on the date hereof), furnish to any Person (other than Buyer) information to do, any of the foregoing. Seller shall not enter into any agreement or consummate any transactions that would interfere with the consummation of the transactions contemplated by this Agreement. Seller shall promptly notify Buyer in writing if it receives any written inquiry, proposal or offer described in this Section 5.4 or any verbal inquiry, proposal or offer ----------- described in this Section 5.4 that is competitive with the terms of the ----------- transactions contemplated by this Agreement and Seller shall inform such inquiring Person of the existence of this Agreement and make such inquiring Person or entity aware of Seller's obligations under this Section 5.4. The ----------- notification under this Section 5.4 shall include the identity of the Person ----------- making such inquiry, offer, or other proposal, the terms thereof, and any other information with respect thereto as Buyer may reasonably request. Seller shall not provide any confidential information concerning the Business or the Assets to any third party other than in the ordinary course of the business and consistent with prior practice. Seller has ceased and caused to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any of the foregoing.
Sale of Assets; Negotiations. Cirus shall not, directly or indirectly, sell or encumber all or any part of the assets of THC, other than in the ordinary course of THC's business consistent with past practice, or initiate or participate in any discussions or negotiations or enter into any agreement to do any of the foregoing. Cirus shall not provide any confidential information concerning the THC's business or its properties or assets or any third party.
Sale of Assets; Negotiations. Seller and WP Sub shall not, directly or indirectly, sell or encumber all or any part of WP Sub's assets, other than in the ordinary course of WP Sub's business consistent with past practice, or initiate or participate in any discussions or negotiations or enter into any agreement to do any of the foregoing. Seller and WP Sub shall not provide any confidential information concerning WP Sub's business or its properties or assets to any third party other than in the ordinary course of business.
Sale of Assets; Negotiations. Without limiting the generality of Sections 5.1.1 and 5.1.3 and except for (i) conveyances to the Partnership contemplated hereby, (ii) transactions with respect to towers and related assets permitted by Section 2.4.3(G), (iii) the disposition of Conflicted Assets pursuant to Section 2.6.2, (iv) pursuant to existing contracts or commitments that have been delivered to Xxxx Atlantic, and (v) other divestitures contemplated by the Transaction Documents, Vodafone shall not, and shall not cause or permit its Affiliates to, directly or indirectly, sell, lease, license or otherwise dispose of or encumber all or any part of the Vodafone Conveyed Assets, other than in the ordinary course of Vodafone’s business consistent with past practice, or initiate or participate in any discussions or negotiations or enter into any agreement to do any of the foregoing.
Sale of Assets; Negotiations. Without limiting the generality ---------------------------- of Sections 5.2.1 and 5.2.3 and except for (i) conveyances to the Partnership contemplated hereby, (ii) transactions with respect to towers and related assets permitted by Section 2.5.2(H), (iii) the disposition of Conflicted Assets pursuant to Section 2.6.2, (iv) pursuant to existing contracts or commitments that have been delivered to Vodafone and (v) other divestitures contemplated by the Transaction Documents, Xxxx Atlantic shall not permit, directly or indirectly, sell, lease, license or otherwise dispose of or encumber all or any part of the Xxxx Atlantic Conveyed Assets or Xxxx Atlantic Wireless Business other than in the ordinary course of Xxxx Atlantic's business consistent with past practice, or initiate or participate in any discussions or negotiations or enter into any agreement to do any of the foregoing.
Sale of Assets; Negotiations. Except as permitted by Section 61, ---------------------------- such Sublessor shall not sell or encumber all or any part of its Assets, other than Permitted Encumbrances or in the ordinary course of its business consistent with past practice or in connection with the sale or other divestiture of any cellular system owned by any Sublessor, or initiate or participate in any discussions or negotiations or enter into any agreement to do any of the foregoing. Assets sold or otherwise disposed of in accordance with this Section shall be deemed to be Excluded Assets for all purposes hereunder and shall not be deemed to be the subject of any representation, warranty or covenant of Sublessors hereunder, and all references thereto in the Annexes to this Agreement shall be deemed deleted.
Sale of Assets; Negotiations. Neither Maxco nor Sellers shall, directly or indirectly, sell or encumber all or any part of the Assets, other than in the ordinary course of the Business consistent with past practice, or initiate or participate in any discussions or negotiations or enter into any agreement to do any of the foregoing. Maxco and Sellers shall not provide any confidential information concerning the Business or its properties or assets to any third party other than in the ordinary course of business. 26
Sale of Assets; Negotiations. Neither Seller nor any Shareholder will enter into any agreement, discussion, or negotiation with, or provide information to, any other corporation, firm or other person, or solicit, encourage, entertain or consider any inquiries or proposals, with respect to (a) the possible disposition of a material portion of Seller or any assets of Seller, (b) any business combination involving Seller, whether by way of merger, consolidation, share exchange or other transaction, (c) the purchase of any debt or equity security (including without limitation any options, warrants, rights, or convertible security) issued or to be issued by Seller, (d) the provision of any loan to Seller or (e) the granting of any security interest, or the creation of any other lien, encumbrance or charge upon any asset comprising the Business. Seller shall not provide any confidential information concerning the Business or its properties or assets to any third party other than in the ordinary course of business. No Shareholder shall, directly or indirectly, sell or encumber all or any part of the capital stock of Seller.
Sale of Assets; Negotiations. After the date hereof, Seller shall not, directly or indirectly, sell or encumber (except for Permitted Liens) all or any part of the Assets, other than in the ordinary course of the Business consistent with past practice or initiate or participate in any discussions or negotiations or enter into any agreement to do any of the foregoing, and Seller shall not provide any confidential information concerning the Business or the Assets to any third party other than in the ordinary course of business. Purchaser acknowledges that Seller has provided information concerning the Business and the Assets to others under terms of confidentiality and non- use substantially similar to those contained in the Purchaser Confidentiality Agreement (as defined in Section 4.1.10) (the "Other Confidentiality Agreements") in connection with its efforts to sell the Business and the Assets, and Purchaser hereby releases Seller from any obligation or liability arising out of the breach of the Other Confidentiality Agreements by the parties thereto other than Seller or its advisors. To the extent they are assignable, the Other Confidentiality Agreements shall be assigned to Purchaser at Closing. Seller will request prior to Closing that all confidential information provided pursuant to the Other Confidentiality Agreement be returned by the recipients.
