During the Exclusivity Period Sample Clauses

During the Exclusivity Period. During the applicable Exclusivity Period, except pursuant to this Agreement, neither Party shall [ * ], alone or with any Affiliate or any Third Party, any [ * ]. It is understood and agreed that the provisions of this Section 5.6 shall not apply to [ * ] for which such Party has [ * ], as reasonably documented by such Party; provided, however, that in no event shall a Party or any of its Affiliates [ * ], including, without limitation, [ * ], or enable a Third Party to do any of the foregoing.
Sample 1
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During the Exclusivity Period. (A) KW shall not, and shall cause its stockholders and Representatives (collectively, with KW, the "KW Group") not to enter into any written agreement with any other person or entity (whether or not such written agreement is absolute, contingent or conditional) regarding a KW Third Party Acquisition other than the transactions contemplated by this Agreement, (B) KW shall not and shall cause the other members of the KW Group not to solicit, offer, initiate, knowingly encourage, conduct or seek to engage in any discussions, investigations or negotiations or enter into any agreement or understanding with any other person or entity (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) regarding a KW Third Party Acquisition, other than the transactions contemplated in this Agreement; and (C) KW agrees that during the Exclusivity Period it shall promptly, after obtaining knowledge thereof, advise Prospect of any inquiry or proposal regarding a KW Third Party Acquisition that is received by any member of the KW Group, including the terms of the proposal and the identity of the inquirer or offeror.
Sample 1
During the Exclusivity Period. Edison shall not develop or commercialize, either by itself or with or on behalf of a Third Party, or enter into any agreement with any Third Party relating to the development or commercialization of, any product incorporating any Compound in the Target Field.
Sample 1
During the Exclusivity Period neither the Offer Parties nor Arkema France shall, or shall permit any of its Affiliates (including the Offerees), or any of its or their respective representatives or advisors to, issue or cause the publication of any press release or other public announcement or disclosure with respect to this Offer Letter or the transactions contemplated hereby without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, except that each party shall be permitted to make such public announcements (including without limitation file, to the extent required, a summary or copy of this Offer Letter (including a copy of the Asset and Share Purchase Agreement on a Form 8-K or other filing under the U.S. Securities Laws) as may be required by applicable Law or the rules of the New York Stock Exchange. In the event any such press release, public announcement or other disclosure is required by Law or the rules of the New York Stock Exchange to be made by the party proposing to issue the same, such party shall notify the other party prior to the issuance or making of any such press release, public announcement or other disclosure (including without limitation file a copy of this Offer Letter (including a copy of the Asset and Share Purchase Agreement on a Form 8-K or other filing under the U.S. Securities laws) and shall consult in good faith with the other party and use its reasonable endeavors to take into account the reasonable requirements of such party as to the timing, contents and manner of making any such press release, public announcement or other disclosure (including without limitation file, to the extent required, a summary or copy of this Agreement on a Form 8-K or other filing under the U.S. Securities laws).
Sample 1
During the Exclusivity Period. Key agrees, and Key shall cause its officers, directors, employees, advisors, affiliates, agents and representatives (“Representatives”), not to, directly or indirectly, (i) solicit, facilitate or initiate, or encourage the submission of, proposals, inquiries or offers relating to, (ii) respond to any submissions, proposals, inquiries or offers relating to, (iii) participate or engage in any negotiations or discussions with any person relating to, (iv) otherwise cooperate in any way with or facilitate in any way (including, without limitation, by providing information) any person other than Duravant or (v) enter into any agreement or agreement in principle in connection with any acquisition, merger, business combination, recapitalization, consolidation, liquidation, dissolution, disposition or similar transaction involving (x) all or any material portion of Key, or any business, securities or assets that are material to Key’s business (other than sales of inventory in the ordinary course of business) or (y) issuance of equity interests in Key or any of its subsidiaries, in each case, without first obtaining the written approval of Duravant. In addition, Key shall immediately cease any of the foregoing other than with Duravant. Key represents and warrants that it is not restricted by or subject to any other exclusivity agreements. The provisions of this paragraph shall be binding and shall remain in effect through and including the last day of the Exclusivity Period. Key shall be responsible for any action (or inaction) by Key’s Representatives (which shall include Xxxxxx X. Xxxxxxx, the Kokino Clients (as defined in Key’s Proxy Statement on Schedule 14A for the Annual Meeting of Shareholders to be held on February 7, 2018) or any of their respective affiliates or associates.
Sample 1
During the Exclusivity Period. (a) except as permitted pursuant to Clause 20.4 and Clause 21.2, Ziggo shall not, and shall ensure that none of its Affiliates, nor any of their respective directors, officers, employees, agents, advisers or representatives, including without limitation, the members of the Boards, shall, directly or indirectly, initiate, enter into or continue discussions or negotiations with, or provide any non-public information relating to the Ziggo Group or its business or assets or personnel to, or otherwise approach, solicit, encourage, induce or assist any third party with respect to a potential offer or proposal for a potential offer for all or part of the Shares or for the whole or part of the businesses or assets of the Ziggo Group or any proposal involving the potential acquisition of a substantial interest in the Ziggo Group, a legal merger or demerger involving Ziggo, a reverse takeover of Ziggo or a reorganisation or re-capitalisation of Ziggo and/or the Ziggo Group (each an Alternative Proposal); and
Sample 1
During the Exclusivity Period. 4.1 Snap will be the Preferred search engine and general content aggregation service (i.e. General Internet Portal Service) on any CNET Site (as defined below), with the exception of links to Snap Competitors that are provided as part of editorial content (e.g. a news story, which shall not be subject to this clause). At the option of CNET, such services shall be delivered via either (i) a direct link to Snap or (ii) a RTQ to Snap which is served on pages of the relevant CNET slide. If CNET chooses RTQ delivery, it will pay the LLC's actual direct costs plus 10% for providing such service. Notwithstanding the foregoing, if (a) Snap cannot provide the required functionality within a reasonable period of time, or (b) if the quality of services available from Snap is materially inferior to those available from a third party, or (c) with respect to customized or specialized search or aggregation services (as opposed to general search services covering an unlimited range of Content areas), if the price of services available from Snap is not competitive with that offered by a third party, then the CNET Site may utilize another search engine or general content aggregation service, as applicable, as the Preferred service for such function, provided that CNET first offers Snap the right to provide such services on specified terms and does not thereafter offer more favorable terms to a third party. For purposes hereof, a "CNET Site" shall include any Internet site directly operated and controlled by CNET or any of its majority-owned subsidiaries.
Sample 1
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Related to During the Exclusivity Period

  • Exclusivity Period During the Exclusivity Period each Party shall:

  • During the Term (a) As compensation for services hereunder rendered during the Term hereof, Executive shall receive a base salary (“Base Salary”) of Five Hundred Thousand Dollars ($500,000) per year payable in equal installments in accordance with the Company’s payroll procedure for its salaried executives. Salary payments and other payments under this Agreement shall be subject to withholding of taxes and other appropriate and customary amounts. Executive may receive increases in his Base Salary from time to time, based upon his performance, subject to approval of the Company.

  • During the Employment Period (i) Executive shall devote Executive's full time and energy solely and exclusively to the performance of Executive's duties described herein, except during periods of illness or vacation periods.

  • Lock-Up Period Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

  • Initial Term This Agreement shall become effective as of the date first written above (the “Start Date”) and shall continue thereafter throughout the period that ends two (2) years after the Start Date (the “Initial Term”).

  • Agreement Term The term “

  • LICENSE TERM A. Except as otherwise provided herein, the license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods unless terminated pursuant to the provisions herein.

  • During the Term of Employment (a) Executive shall be eligible to participate in any life, health and long-term disability insurance programs, pension and retirement programs, stock option and other incentive compensation programs, and other fringe benefit programs made available to senior executive employees of the Company from time to time, and Executive shall be entitled to receive such other fringe benefits as may be granted to him from time to time by the Company's Board of Directors.

  • Election Not to Extend the Employment Term In the event either party elects not to extend the Employment Term pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of this Section 8, Executive’s termination of employment hereunder (whether or not Executive continues as an employee of the Company Group thereafter) shall be deemed to occur on the close of business on the day immediately preceding the next scheduled Extension Date. In the event that the Executive elects not to extend the Employment Term, Executive shall be entitled to receive the Accrued Rights. In the event that the Company Group elects not to extend the Employment Term, Executive shall be entitled to receive the Accrued Rights and the Salary Continuation Payments. Following such termination of Executive’s employment hereunder as a result of either party’s election not to extend the Employment Term, except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

  • Tail Period Notwithstanding any other provision of this Agreement, in the event that the Offering is not consummated by the Underwriters as contemplated herein, the Company agrees to pay the Representative a cash fee equal to eight percent (8.0%) of the gross proceeds received by the Company from the sale of the securities offered to any investor actually introduced by the Representative to the Company during the Engagement Period (as defined below) as well as warrants to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each offering (the “Tail Financing”), and such Tail Financing is consummated at any time during the Engagement Period or within the eighteen (18) month period following the expiration of the Engagement Period, provided that such financing is by a party actually introduced to the Company in an offering in which the Company has direct knowledge of such party’s participation and not a party that the Company can demonstrate was already known to the Company. In addition, unless (x) the Company terminates this Agreement for “Cause” (as defined below), or (y) the Representative fails to provide the underwriting services provided in this Agreement, upon termination of this Agreement, if the Company subsequently completes a public or private financing with any investors introduced to the Company by the Representative during the eighteen (18) month period following such termination, the Representative shall be entitled to receive the same compensation to be paid to the Representative in connection with the Offering. “Cause”, for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or a material breach of this Agreement by the Representative. In the event that the Company believes that the Representative has engaged in conduct constituting Cause, the Company must first notify the Representative in writing of the facts and circumstances supporting such an assertion(s), and the Representative shall have twenty (20) days to cure such alleged conduct. “Engagement Period” shall mean the period beginning on May 9, 2022, and ending on the earlier of (i) twelve (12) months from the date of such date, (ii) the final closing, if any, of the Offering, or (iii) the date that either party to this Agreement gives the other party to this Agreement at least thirty (30) days’ advance written notice of termination of that certain engagement letter agreement by and between the Company and the Representative, dated as of May 9, 2022.

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