Exclusive Negotiating Rights Clause Samples

Exclusive Negotiating Rights. In order to induce us to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the possibility of acquiring the assets and business described above, and to negotiate the terms of, and consummate, the transaction contemplated hereby, you agree that for a period of number of days after the date hereof, you, your affiliates and your and their respective officers, directors, employees and agents shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding the possible acquisition by any person other than us, including, without limitation, by way of a purchase of shares, purchase of assets or merger, of all or any substantial part of your equity securities or assets, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding your assets or business to any person other than us and our representatives.

Exclusive Negotiating Rights. In order to induce Purchaser to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the possibility of acquiring the assets and business described above, and to negotiate the terms of, and consummated, the transaction contemplated hereby, Sellers agree that for a period of ninety [90] days after the date hereof, Sellers nor its affiliates and their respective officers, directors, employees and agents shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding the possible acquisition of the LK Entities by any other person other than Purchaser, including, without limitation, by way of a purchase of shares, assets or otherwise. Purchase of assets or merger, of all or any substantial part of the LK Entities equity securities or assess, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding collective assets or business(s) to any person other than Purchaser and our representatives.

Exclusive Negotiating Rights. In order to induce us to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the possibility of acquiring the outstanding capital stock and business described above, and to negotiate the terms of, and consummate, the transactions contemplated hereby, including the employment agreements, you agree that for a period of ninety (90) days after the date hereof, you, your affiliates and your and their respective officers, directors, employees and agents shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding your employment and/or the possible acquisition of substantially all outstanding capital stock of [COMPANY] by any person other than us, including, without limitation, by way of a purchase of majority shares, purchase of substantially all assets or merger, of all or any substantial part of your equity securities or assets, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding your assets or business to any person other than us and your and our representatives, without our prior written consent.

Exclusive Negotiating Rights. In order to induce the Buyer to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary to properly evaluate the possibility of acquiring the Stock, and to negotiate the terms of, and consummate, the transaction contemplated hereby, the Seller agrees that, subject to the last paragraph of this Section 3, for a period of twenty (20) days after the date of your acceptance of this letter of intent (a) neither the Seller, nor any of its representatives, will, directly or indirectly, negotiate or offer to negotiate or discuss with, solicit or initiate, or entertain or encourage submission of inquiries, proposals or offers from any third party with respect to the disposition of the Stock, the Company’s business or any portion thereof, whether by the sale of the Stock, sale of assets, or some other means that results in a change of control of the Company, its business or its assets (an “Acquisition Proposal”) and (b) the Seller will promptly notify the Buyer of the terms of any inquiry or proposal that the Seller may receive with respect to any Acquisition Proposal and of the Seller’s response thereto. The parties hereto will use their commercially reasonable efforts to negotiate and agree upon the terms of the Purchase Agreement within twenty (20) days and to close the acquisition as soon thereafter as is possible. The Seller represents that it is not currently bound by any contract or understanding with any other third party concerning an Acquisition Proposal and that the execution and delivery of this letter of intent by it does not violate any other obligations or commitments currently binding on it. In consideration of the foregoing, the Buyer shall not sell, encumber, transfer, or otherwise dispose of, or grant any rights of any kind or nature in or to, any of the shares of capital stock of the Seller during the period that the above exclusive negotiation rights are in effect. Notwithstanding the foregoing, if at any time prior to the approval of the transaction by the disinterested stockholders of the Seller, the Seller’s board of directors obtains a bona fide Acquisition Proposal or financing proposal from a third party, and such board determines in good faith that such proposal is superior to the proposal set forth herein, the board of directors may cause the Seller to terminate this agreement as necessary in order for the board of directors, in its reasonable discretion, to properly e...

Exclusive Negotiating Rights. In order to induce Company to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the transaction, described above, and to negotiate the terms of, and consummate, the Transaction contemplated hereby, LOOT8 agrees that up to November 26, 2023, LOOT8, or its affiliates and their respective officers, directors, employees and agents shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding the possible acquisition by any person other than GRHI, including, without limitation, by way of a purchase of shares, purchase of assets or merger, of all or any substantial part of its equity securities or assets, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding LOOT8’s Assets or business to any person other than GRHI and its duly appointed representatives.

Exclusive Negotiating Rights. Until the Closing, or the earlier ---------------------------- termination of this Agreement in accordance with its terms, the Principals, the Companies and each officer, director, employee, consultant, advisor, agent or investment banker of any of the Companies or the Principals shall not, directly or indirectly, (a) solicit, initiate or knowingly encourage or take any action knowingly to facilitate the submission of inquiries, proposals or offers from any person relating to (i) any acquisition or purchase of any material asset or assets of either of the Companies or any shares of equity securities of the Companies, (ii) any tender offer (including a self-tender offer) or exchange offer involving shares of INDY Common Stock, (iii) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving either of the Companies other than the transactions contemplated by this Agreement, or (iv) any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Merger or which would or could reasonably be expected to materially dilute the benefits to ▇▇▇▇▇ and ▇▇▇▇▇ Indiana of the transactions contemplated hereby (the transactions referred to in clauses (i) - (iv) are collectively referred to herein as "Alternative Transactions" and individually referred to herein as an "Alternative Transaction"), or agree to or endorse any Alternative Transaction, or (b) enter into, continue or participate in any discussions or negotiations regarding any Alternative Transaction, or furnish to any person or entity (other than ▇▇▇▇▇) any information with respect to its business, properties or assets or any Alternative Transaction, or otherwise cooperate in any way with, assist or participate in, or facilitate or encourage any effort or attempt by any person to seek, effect or make any Alternative Transaction; provided, however, that the foregoing shall not -------- ------- prohibit the Companies from (x) furnishing information pursuant to a confidentiality agreement which does not conflict with the terms of this Agreement to a third party who has initiated contact with the Companies regarding a bona fide unsolicited Alternative Transaction under circumstances --------- not constituting a breach of this Section 4.5 (a "Permitted Contact") and (y) engaging in discussions or negotiations with a third party who has ini...

Exclusive Negotiating Rights. In consideration of the expenditures of time, effort and expense by TCP in connection with management of the Business and the purchase of the Business, UCW agrees that between the date of t execution o f this Agreement and the later of Termination or Closing, UCW will not enter into or conduct any discussions with any other prospective purchaser of the Business, and that TCP will use its best efforts to preserve the Business and to retains the goodwill of its customers, suppliers and others having business relations with TCP during the Management Agreement.

Exclusive Negotiating Rights. In order to induce the Company to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the transaction, described above, and to negotiate the terms of, and consummate, the Cooperation contemplated hereby, each Party agrees that it or he shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding the possible acquisition by any person other than Company, including, without limitation, by way of a purchase of shares, purchase of assets or merger, of all or any substantial part of its equity securities or assets, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding the Company, HKHL, SWL or the Business to any person other than the Company and its duly appointed representatives.

Exclusive Negotiating Rights. The Board agrees not to negotiate with any employees; organization other than Education Minnesota Non-Licensed Instructors as long as Education Minnesota Non-Licensed Instructors is the duly authorized exclusive representative of the non-licensed instructors of this District.