Exclusive Negotiation. Neither the Company nor any of the Sellers shall: (i) provide any information about the Company or any of its Subsidiaries or any of their respective Businesses to any Person (other than the Purchaser, Newco, a Potential Founding Company or their representatives) with a view to sell, exchange or dispose or solicit an offer for the acquisition of any of the Shares or any material interest in the Company, any of its Subsidiaries or their respective Businesses; (ii) solicit or accept any other offers for the sale, exchange or other disposition of the Shares or any material interest in the Company, its Subsidiaries or their respective Businesses; (iii) negotiate or discuss with any Person (other than the Purchaser or any of its representatives) the possible sale, exchange or other disposition of the Shares or any material interest in the Company, any of its Subsidiaries or their respective Businesses; or (iv) sell, exchange or otherwise dispose of any of the Shares or any material interest in the Company, any of its Subsidiaries or any of their respective Businesses, in any of the foregoing cases, whether by equity sale, merger, consolidation, equity exchange, sale of assets or otherwise. The Company shall, and each of the Sellers shall and shall cause the Company and each of its Subsidiaries to, advise the Purchaser or Newco promptly of their or its receipt of any written offer or written proposal concerning the Shares, the Company, any of its Subsidiaries, any part of their respective Businesses or any material interest therein, and the terms thereof.
Exclusive Negotiation. The Board agrees not to negotiate with any other organization purporting to represent employees defined in 1.1 above as in the Association bargaining unit or with individual employees within the bargaining unit with regard to negotiable items as defined in Article XIII, Section 13.1, unless otherwise provided for in this Agreement or unless mutually agreed to by the parties during the term of this Agreement; provided, it is understood that the Board and the administration retain their right to discuss with individual employees in the district matters relating to the education program which are beyond the scope of salaries and terms and conditions of employment covered by this Agreement. The Board hereby retains and reserves unto itself all powers, rights, authority, duties, and responsibilities conferred upon and invested in it by the Statutes of the State of Illinois.
Exclusive Negotiation. The Seller and the Shareholders shall not: (i) provide any information about the Seller or the Business to any Person (other than the Purchaser or its representatives) with a view to sell, exchange or dispose or solicit an offer for the acquisition of any of the Purchased Assets or any ownership or other material interest in the Seller or the Business; (ii) solicit or accept any other offers for the sale, exchange or other disposition of any of the Purchased Assets or any ownership or other material interest in the Seller or the Business; (iii) negotiate or discuss with any Person (other than the Purchaser or any of its representatives) the possible sale, exchange or other disposition of any of the Purchased Assets or any ownership or other material interest in the Seller or the Business; or (iv) sell, exchange or otherwise dispose of any of the Purchased Assets or any ownership or other material interest in the Seller or the Business, in any of the foregoing cases, whether by equity sale, merger, consolidation, equity exchange, sale of assets or otherwise. The Seller shall, and the Shareholders shall and shall cause the Seller to, advise the Purchaser promptly of its or his receipt of any written offer or written proposal concerning any of the Purchased Assets, the Seller, or the Business or any material interest therein, and the terms thereof.
Exclusive Negotiation. Buyer and Seller shall exclusively negotiate in good faith and shall endeavor to complete and execute an Agreement of Sale no later than September 7, 2022. The time period may be adjusted by mutual agreement of parties.
Exclusive Negotiation. Until the earlier to occur of the Closing Date or the termination of this Agreement, IWRA shall (i) remove the Property from the market, (ii) not authorize or permit any affiliate, agent, partner, officer, director or employee of, or any investment banker, attorney or other advisor or representative of IWRA (collectively, the "IWRA PARTIES") to, directly or indirectly, (A) solicit or initiate, or encourage any inquiries regarding a transfer of the of the Property to any Person, other than HBR, or (B) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate the making of any proposal or offer that constitutes, or may reasonably be expected to impede, interfere with, frustrate, prevent, nullify or materially delay the transactions contemplated hereby or which would reasonably be expected to materially dilute the benefits to HBR of the transactions contemplated hereby, and (iii) immediately advise HBR of any proposal, offer, or request for information it receives (together with the details of such proposal, offer or request for information) from any Person with respect to the transfer of the Property. IWRA shall cease and shall immediately instruct IWRA Parties to immediately cease and cause to be terminated any such existing activities, discussions and negotiations with any Persons conducted prior to the Execution Date.
Exclusive Negotiation. The Board agrees not to negotiate on matters covered by the law with any administrative organization other than the Association for the duration of this Agreement. However, nothing contained herein shall be construed to prevent any individual administrator from presenting an individual grievance and having that grievance adjusted without intervention of the Association, provided that the Association has been given an opportunity to be present at such adjustment and provided that the adjustment is not inconsistent with the terms of this Agreement.
Exclusive Negotiation. The Board agrees not to negotiate on matters covered by Act 336 of the Public Acts of 1947 as amended, including Public Act 379 of 1965, for the duration of this Agreement. However, nothing contained herein shall be construed to prevent any individual employee from presenting an individual grievance and having that grievance adjusted without intervention of the Union provided that the Union has been given an opportunity to be present at such adjustment and provided that the adjustment is not inconsistent with the terms of this Agreement.
Exclusive Negotiation. For the period continuing from the date of this Memorandum of Understanding through June 1, 2009 (the “Standstill Period”), Scoular will have exclusive negotiating rights with respect providing Services to the Facility. During the Standstill Period, TVAE will not, and will cause its officers, directors, members, related parties, employees, representatives and agents not to (a) initiate, solicit, assist or encourage, directly or indirectly, or conduct or participate in any negotiations or discussions (including by way of providing information) with respect to any inquiry, proposal or offer to or from any third party relating to any agreement or transaction that would replace, preclude or interfere with the possible agreements or transactions related to, or compete with Scoular’s interest in, providing the Services to the Facility, or (b) enter into any agreement with a third party with respect to any of the foregoing. TVAE will immediately cease, and will cause its officers, directors, members, related parties, employees, representatives and agents to cease, any existing discussions or negotiation, if any, with any third party with respect to any inquiry, proposal or offer from such third party relating to any agreement or transaction that would replace, preclude or interfere with the possible agreements or transactions related to, or compete with Scoular’s interest in, providing Services to the Facility. TVAE will promptly notify Scoular if any such inquiries, proposals or offers are received.
Exclusive Negotiation. For the duration of this Agreement, the Board will not negotiate matters covered by PERA with any teachers' organization other than the FEA. Wages and mandatory terms of employment for bargaining unit employees in any new program shall be negotiated with the FEA.
Exclusive Negotiation. Sponsor hereby grants Xxxxx an exclusive right of first negotiation for a Significant Transaction with Sponsor on the terms and conditions set forth in this Section 3.6.1 (the “Exclusive Right”). Sponsor will provide written notice to Xxxxx (i) upon [*], (ii) upon [*], and (iii) if prior to [*] (such notice, an “Exclusive Right Notice”). Sponsor shall negotiate on an exclusive basis with Xxxxx in good faith during the [*] period following the Exclusive Right Notice, and for clarity will not negotiate, enter an exclusive arrangement with a Third Party, or execute a binding agreement with a Third Party during such period. If Xxxxx declines, or fails to pursue, or if the parties fail to mutually agree upon a non-binding term sheet for a Significant Transaction during such [*] period specified above (or such longer period as may be agreed in writing by the parties), then Sponsor shall thereafter have the right to (i) commence discussions with any other Third Party regarding a Significant Transaction and (ii) enter into an exclusive arrangement or execute a binding agreement with any other Third Party regarding a Significant Transaction.
