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 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. From the Effective Date continuing until the date that is one (1) year after the Effective Date, Prosper Portland will negotiate exclusively with Related with respect to the Project on the Property.
Exclusive Negotiation. Upon execution of this agreement by the Developer, Agency agrees not to negotiate potential sale and development of the Project Site with any other developer during the term of the Contingent Purchase Agreement which establishes a deadline for conveyance of January 31, 2022. This Disposition and Development Agreement (DDA) is not binding until approved by the Common Council for the City of Ithaca. Common Council cannot consider approval until satisfaction of the following requirements: • Agency approval of the DDA; • completion of SEQR environmental review of the proposed urban renewal project; • publication of notice of a public hearing disclosing the essential terms of the DDA; and • public hearing on the DDA. Common Council may approve, reject, or approve the DDA with modified terms. Following a Common Council vote to approve the DDA, the Agency may execute the DDA.
Exclusive Negotiation. Upon the execution of this Memorandum of Understanding, Xxxxxx Shield agrees that it shall for the duration of the Term, deal exclusively with Maxsys in connection with the proposed transaction and further agrees that, unless otherwise extended by mutual agreement, it (or any of its officers and/or representatives) will not take any action to, directly or indirectly, encourage, initiate, or engage in discussions or negotiations with, or provide information to, any other person or entity concerning such similar transaction. Or furnish to any other person any confidential information relating to this Memorandum of Understanding. For the avoidance of doubt, nothing herein shall be construed so as to restrict Maxsys’ ability or entitlement to consider, explore, negotiate and enter into other investments, whether in similar industries or otherwise with any third party.
