Exclusive Dealings. For so long as this Agreement remains in ------------------ effect, neither Seller nor any person acting on Seller's behalf shall, directly or indirectly, solicit or initiate any offer from, or conduct any negotiations with, any person or entity concerning the acquisition of all or any interest in any of the Purchased Assets or the Stations, other than Buyer or Buyer's permitted assignees.
Exclusive Dealings. During the Interim Period, none of the Vendor Group Entities nor any of their respective Representatives or shareholders shall directly or indirectly in any manner (nor permit the Corporation to):
(a) entertain, solicit or encourage;
(b) furnish or cause to be furnished any information to any Persons (other than the Purchaser or its Representatives) in connection with; or
(c) negotiate or otherwise pursue; any proposal or discussions for or in connection with any possible sale of any Purchased Shares or of the Business, no matter how structured, including without limitation by sale of all or any significant or controlling part of the shares of any Vendor Group Entity, by sale or license of all or any significant part of the property and assets of the Corporation, or by any merger or other business combination involving any Vendor Group Entity, the Corporation or otherwise (each of the foregoing proposals or discussions, whether written or oral, an “Alternative Transaction”). The Vendors shall immediately notify the Purchaser in writing of (i) the receipt during the Interim Period of any proposal for an Alternative Transaction or any requests for any information relating to any Vendor Group Entity, the Business or the Corporation or for access to the properties, books or records of the Corporation by any Person who has informed any Vendor Group Entity or the Corporation that such Person is considering making, or has made, a proposal for an Alternative Transaction, and (ii) the terms of any such Alternative Transaction. The Vendor Group Entities shall be responsible for any breach by their respective Representatives or shareholders of any of the provisions of this Section 7.6. The Vendor Group Entities acknowledge that a breach by any of them, their respective Representatives, or their respective shareholders of this Section 7.6 would result in damages to the Purchaser, and that the Purchaser may not be adequately compensated for such damages by a monetary award alone. Accordingly, the Vendor Group Entities agree that in the event of any such breach, in addition to any other remedies available at Law or otherwise, the Purchaser shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance with this Section 7.6.
Exclusive Dealings. 31 15.7 Waiver.........................................................................................31 15.8 Assignment.....................................................................................32 15.9
Exclusive Dealings. From the Agreement Date until the Effective ------------------- Time, or earlier termination of this Agreement as provided in Article XIV ----------- hereof, none of PARENT, TARGET or their respective Affiliates, Associates, directors, officers, agents, employees, advisors, counsel or other representatives (collectively, "Representatives") shall, nor shall PARENT or --------------- TARGET authorize or permit any of their respective Representatives to, directly or indirectly: (i) solicit, encourage, initiate or participate in any negotiations or discussions with respect to, or respond to (other than a simple response that none can be made), any offer or proposal to acquire all or any part of PARENT or TARGET, as the case may be, whether by asset purchase, license, joint venture, stock purchase, business combination or otherwise (a "Competing Transaction"), (ii) disclose any information concerning itself not ---------------------- customarily disclosed to any Person and which information one could reasonably assume would be used for the purposes of formulating an offer or proposal for a Competing Transaction, (iii) cooperate with any Person to make any such offer or proposal, (iv) agree to or endorse any Competing Transaction, or (v) authorize any Representatives to take any action prohibited by this Section. Each of PARENT and TARGET shall use its prudent business efforts, including (if necessary) the taking of legal action, at its cost and expense, to cause its respective Representatives to refrain from taking any action prohibited by this Section. Each of PARENT and TARGET shall promptly notify the other of any inquiry or contact with any Person with respect to an actual or potential Competing Transaction, the identity of the person making the contact and the material terms of any such contact. Each of PARENT and TARGET agrees that during the period in which this Section shall apply, it will not take or permit any material changes in its business, assets, liabilities, or condition, financial or otherwise, or enter into any agreement or understanding to do the same, except as expressly permitted under this Agreement.
Exclusive Dealings. FFBS shall not authorize or permit any of its officers, directors, employees or agents to directly or indirectly solicit, initiate, facilitate or encourage any inquiries relating to, or the making of any proposal which constitutes a tender or exchange offer, proposal for merger, consolidation or any other business combination involving FFBS or any of its subsidiaries, or any proposal or offer to inquire in any manner a substantial equity interest in, or a substantial portion of the assets of FFBS other than the transaction contemplated or permitted by this Agreement, or participate in any discussions or negotiations, or provide third parties with any non-public information, relating to any inquiry or proposal or otherwise facilitate any effort or attempt to make a takeover proposal, unless FFBS is advised by legal counsel that such communication is required under applicable law or that the failure to do so would cause the members of the Board of Directors to be in breach of their fiduciary duties under applicable laws. FFBS will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than NBC with respect to any of the foregoing.
Exclusive Dealings. The Company Parties and the Buyer Parties agree that, in consideration of the payment of the Xxxxxxx Money Deposit, and Parent’s projected efforts and undertakings, and in preparing the necessary legal documentation to complete the purchase transaction, neither the Company Parties, nor any of their Affiliates, agents, Representatives, officers, directors, partners or shareholders will engage in any negotiations, or accept any offers, regarding the sale, exchange, or other conveyance of any equity securities of any of the Acquired Companies or of any interest in any of the Properties until the later of the Closing Date, or the date the Company Parties and the Buyer Parties mutually agree to extend the Closing Date, or such sooner date as this Agreement may be terminated in accordance with the provisions of this Agreement, and the Escrow is cancelled.
Exclusive Dealings. In consideration of the efforts and costs required to complete the Transaction, FD and BIOCERES will not, from the Signing Date until the earlier of (i) expiration of one year term counted as from the Signing Date, or (ii) termination of negotiations by the Parties relating to the Transaction, directly or indirectly, through any representative or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept, or consider any proposal of any other person relating to the Transaction or any other transaction of substantially similar scope and subject matter. In particular, BIOCERES shall not develop its proprietary technologies in wheat germplasm other than its own germplasm or XX xxxxx germplasm until the date of termination of this Agreement according to article 7.2 of this Agreement. BIOCERES is allowed to develop its proprietary technologies in species others than wheat. Subject to the ADP Agreement, FD (1) shall not give access to its wheat germplasm for the Territory to Third Parties and (2) shall grant exclusivity to the Company for the development of XX xxxxx lines in the Territory. Regarding the ADP Agreement and the Territory of Uruguay, Parties will do their best efforts to have the Company assume the rights and obligations of FD in the ADP contract. From the date of such takeover, “Territory” as defined above shall include Uruguay.
Exclusive Dealings. From and after the date hereof, the Vendor shall not take any action, directly or indirectly, to encourage, initiate or engage in discussions or negotiations with, or provide any information to, any Person, other than YC concerning any sale, transfer, license or assignment of the Properties or the Information or any merger, amalgamation or other transaction involving the Properties or the Information.
Exclusive Dealings. (a) During the period from the date of this Agreement until the earlier of (i) the date this Agreement is terminated in accordance with its terms and (ii) the Closing, Seller shall not, and shall cause the Seller Entities, the Conveyed Companies and their respective Affiliates and Representatives not to, directly or indirectly, solicit or engage in discussions or negotiations with, or provide any information to or enter into any Contract with, any Person, other than Purchaser (and its Affiliates and Representatives), concerning a business combination, sale transaction or other similar transaction that is an alternative to the transaction contemplated by this Agreement (whether by merger, recapitalization or other similar transaction).
(b) Immediately following the execution of this Agreement, Seller shall, and shall cause the Seller Entities, the Conveyed Companies and their Affiliates, and each of their respective Representatives to terminate any existing discussions or negotiations with any Persons, other than Purchaser (and its Affiliates and Representatives), concerning the purchase of the Business.
Exclusive Dealings. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Sponsor and the SPAC shall not, and shall each cause their respective Representatives not to, directly or indirectly: (a) solicit, initiate, encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a SPAC Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a SPAC Acquisition Proposal; (c) enter into any Contract or other arrangement or understanding regarding a SPAC Acquisition Proposal; (d) prepare or make any filings with the SEC in connection with a public offering of any Equity Securities or other securities of the Sponsor or the SPAC (or any Affiliate or successor thereto); or (e) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person (other than the Investor or any of its Affiliates) to do or seek to do any of the foregoing. The Sponsor agrees to (i) notify the Investor promptly upon receipt of any SPAC Acquisition Proposal by the Sponsor or the SPAC, and to describe the material terms and conditions of any such SPAC Acquisition Proposal in reasonable detail (including the identity of the Persons making such SPAC Acquisition Proposal) and (ii) keep the Investor reasonably informed on a current basis of any modifications to such offer or information.
