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 ESP defined in 1.1 above as in the Association bargaining unit or with individual ESP within the bargaining unit with regard to negotiable items as defined in Article XIII, Section 1, unless otherwise provided for in the 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 ESP 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 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. 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. Without limiting Port’s rights under Section 4.6, during the Term of this Agreement and so long as there is no uncured Optionee Event of Default, Port will not solicit or consider any other proposals or negotiate with any other tenant or developer with respect to the long-term development of the Property without Optionee’s consent.
Exclusive Negotiation. (a) The Vendor hereby agrees and undertakes that it will not after the date of this Agreement enter into any negotiations to form any agreement, understanding or joint venture with any third party relating to e-commerce services of a similar nature to those services contemplated in this Agreement and to be carried on by the Joint Venture without the express written consent of the Purchaser. This Clause shall survive Completion or termination of this Agreement.
(b) The Purchaser hereby undertakes and agrees that it will not after the date of this Agreement enter into any negotiations or agreements to merge with or acquire any other entity with similar business as the Joint Venture or enter into any negotiations or agreements to merge with or acquire any other entity whereby the Purchaser shall issue (in aggregate) more than 5% of its entire issued share capital on a fully diluted basis (after issue of such shares to such entity) subsequent to the date of this Agreement without the express written consent of the Vendor. The Purchaser further undertakes and agrees that it shall not to grant any warrants or options without written consent of the Vendor.
(c) It is further agreed and the Vendor hereby represents and undertakes that in the event any of the Net Income and Net Revenue targets are not satisfied in any of the First Year, Second Year or Third Year (as set out in Clause 7.1.1) or the Escrow Agent has not released all of the Consideration Shares to the Vendor, the Purchaser shall be released from its undertakings, obligations and the terms and conditions outlined in 8.2 (b) above.
Exclusive Negotiation. During the Term (defined in Section 2.1), so long as TCLA is negotiating in a commercially reasonable manner and is not otherwise in material default of its obligations under this Agreement, County will not solicit offers or proposals from other parties concerning potential development of the Properties. The Parties will negotiate exclusively and in good faith in accordance with this Agreement regarding the Project Agreements. Notwithstanding the foregoing, County may, from time to time, be contacted by other developers regarding the Properties and that such contact is expressly permitted so long as County does not initiate the contact and indicates to such developers that County has executed this Agreement and that County is prohibited from: (a) discussing anything concerning these negotiations with such developers; (b) considering any offer or proposal from such other developers; or (c) negotiating with any such developers, until this Agreement expires or is terminated pursuant to its terms.
