Agreement Not to Negotiate Sample Clauses

Agreement Not to Negotiate. As a material inducement to cause LFC to enter into this Agreement, Shareholders, the Holding Company and the Bank each hereby agrees that during the term of this Agreement they will not, either themselves, itself, or through their, or its officers, directors, employees, agents, representatives or others, (a) solicit any other acquisition proposals or negotiate with other persons or entities regarding other acquisition proposals, or (b) provide (except as may be required by law) any non-public information documents or materials to any person or entity (other than LFC), or its agents, in connection with any such proposals. If Shareholders, the Holding Company or the Bank violates this 8.6 in any respect, then, and in such event, LFC shall be entitled to immediately seek the specific performance of this Agreement and Shareholders agree that, in such event, such equitable remedy will be necessary and appropriate for LFC to seek and that a legal remedy of damages would not be adequate.
Sample 1
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Agreement Not to Negotiate. As a material inducement to cause Lone Wolf to enter into this Agreement, each of the Shareholders, Prestige and Zenex hereby agree that during the term of this Agreement they will not, either themselves, itself, or through their respective officers, directors, employees, agents, accountants, counsel, representatives or others, (i) solicit any other acquisition proposals or offers, whether for the sale of the stock or assets of Prestige or Zenex, or engage in any discussions concerning, or negotiate with other persons or entities regarding, any other acquisition proposals, or the sale, purchase, merger or other corporate reorganization of Prestige or Zenex, or any of their respective material assets, with any other person or entity, whether formally or informally, or (ii) provide (except as may be required by law) any non-public information documents or materials to any person or entity (other than Lone Wolf), or its agents, in connection with such proposals.
Sample 1
Agreement Not to Negotiate. As a material inducement to cause Buyer to enter into this Agreement, Sellers (subject to the exercise of their fiduciary duties as advised by their counsel) hereby agree that during the term of this Agreement they will not, either themselves, itself, or through their, or its respective officers, directors, employees, agents, accountants, counsel, representatives or others, (i) solicit any other acquisition proposals, engage in any discussions concerning, or negotiate with other persons or entities regarding, any other acquisition proposals, whether formally or informally, or (ii) provide (except as may be required by law) any non-public information documents or materials to any person or entity (other than Buyer), or its agents, in connection with such proposals. If either of GSI or Xxxxxxx Bank, respectively, violates this Section 4.6 in any respect, then, and in such event, Buyer shall be entitled to immediately seek the specific performance of this Agreement and GSI and Xxxxxxx Bank each specifically acknowledge and agree that, then, and in such event, such equitable remedy will be necessary and appropriate for Buyer to seek and that in such event a legal remedy of damages would not be adequate to compensate Buyer for such a breach of this Agreement.
Sample 1
Agreement Not to Negotiate. During the term of this Memorandum of Understanding, the parties mutually agree that they will not seek to negotiate or bargain with regard to wages, hours and terms and conditions of employment, whether or not covered by this Memorandum of Understanding or in the negotiations leading thereto, and irrespective of whether or not such matters were discussed or were even within the contemplation of the parties hereto during the negotiations leading to this Memorandum. Regardless of the waiver contained in this Article, the parties, may, however, by mutual agreement, in writing, agree to meet and confer about any matter during the term of this Memorandum.
Sample 1

Related to Agreement Not to Negotiate

  • Agreement Not to Hire Except as required in the performance of Executive’s duties as an employee of the Company, during Executive’s employment with the Company (whether before, during, or after the Term) and during the Restricted Period, Executive shall not, directly or indirectly, hire, engage or solicit or induce or attempt to induce to cease working for the Company, any person who is then an employee of the Company or who was an employee of the Company during the six (6) month period immediately preceding Executive’s termination of employment with the Company.

  • Agreement Not to Compete In order to protect the business interests and good will of Company and its Affiliates with respect to Customers and accounts, and to protect Confidential Information, Executive covenants and agrees that for the entire period of time that this Agreement remains in effect, and for a period of one (1) year after termination of Executive’s employment for any reason, Executive will not:

  • Agreement Not to Solicit Except as required in the performance of Executive’s duties as an employee of the Company, during Executive’s employment with the Company (whether before, during, or after the Term) and during the Restricted Period, Executive shall not, directly or indirectly, solicit, request, advise, induce or attempt to induce any vendor, supplier or other business contact of the Company to cancel, curtail, cease doing business with, or otherwise adversely change its relationship with the Company.

  • Agreement Negotiated The Members are sophisticated and have been represented by lawyers throughout the negotiation and execution of this Agreement who have carefully negotiated the provisions hereof. As a consequence, the parties do not believe the presumption of California Civil Code Section 1654 and similar laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied in this case and therefore waive its effects.

  • Agreement Not to Petition Each of the Trustees and the Depositor agrees for the benefit of the Securityholders that, until at least one year and one day after the Trust has been terminated in accordance with Article IX, it shall not file, or join in the filing of, a petition against the Trust under any bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar law (including, without limitation, the United States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in the commencement of any proceeding against the Trust under any Bankruptcy Law. In the event the Depositor takes action in violation of this Section 10.09, the Property Trustee agrees, for the benefit of Securityholders, that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such petition by the Depositor against the Trust or the commencement of such action and raise the defense that the Depositor has agreed in writing not to take such action and should be stopped and precluded therefrom and such other defenses, if any, as counsel for the Trustees or the Trust may assert. The provisions of this Section 10.09 shall survive the termination of this Trust Agreement.

  • Agreement Not to Solicit Customers Executive agrees that during Executive’s employment with the Company hereunder and during the Non-Solicitation Period, Executive will not, either directly or indirectly, on Executive’s own behalf or in the service or on behalf of others, solicit, divert, or appropriate, or attempt to solicit, divert, or appropriate, to any business that engages in Restricted Field activities in the Business Territory (i) any person or entity whose account with the Company was sold or serviced by or under the supervision of Executive during the twelve (12) months preceding the termination of such employment, or (ii) any person or entity whose account with the Company has been directly solicited at least twice by the Company within the year preceding the termination of employment (the “Customers”). The Non-Solicitation Period set forth in this Section 11.4 shall be tolled during any period in which the Executive is in breach of the restriction set forth herein.

  • Agreement Not to Solicit Employees Executive agrees that during Executive’s employment with the Company hereunder and during the Non-Solicitation Period, Executive will not, either directly or indirectly, on Executive’s own behalf or in the service or on the behalf of others solicit, divert, or hire away, or attempt to solicit, divert, or hire away any person then employed by the Company, nor encourage anyone to leave the Company’s employ. The Non-Solicitation Period set forth in this Section 11.5 shall be tolled during any period in which the Executive is in breach of the restriction set forth herein.

  • Covenant Not to Xxx Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any Varex Liabilities by Varex or a member of the Varex Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

  • Covenant Not to Sxx The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

  • Covenant Not to Solicit Customers During the Restricted Period, within the Territory Executive shall not, directly or indirectly, individually or on behalf of any other person or entity (other than a member of the Bank Group), offer to provide banking services to any person, partnership, corporation, limited liability company, or other entity who is or was (i) a customer of any member of the Bank Group during any part of the twelve (12) month period immediately prior to the Date of Termination, or (ii) a potential customer to whom any member of the Bank Group offered to provide banking services during any part of the twelve (12) month period immediately prior to the Date of Termination.

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