Common use of Exclusive Negotiation Clause in Contracts

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.

Appears in 5 contracts

Samples: Agreement and Plan of Reorganization (Imagemax Inc), Agreement and Plan of Reorganization (Imagemax Inc), Agreement and Plan of Reorganization (Imagemax Inc)

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Exclusive Negotiation. Neither the Company nor any of the Sellers Seller 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 Seller 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.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Imagemax Inc), Stock Purchase Agreement (Imagemax Inc), Agreement and Plan of Reorganization (Imagemax Inc)

Exclusive Negotiation. Neither the Company Seller nor any of the Sellers Shareholder shall: (i) provide any information about the Company Seller or any of its Subsidiaries or any of their respective Businesses the Business to any Person (other than the Purchaser, Newco, a Potential Founding Company or their Purchaser and its representatives) with a view to sell, exchange lease, license, exchange, transfer or otherwise dispose or solicit an offer for the acquisition of any of the Shares Purchased Assets or any ownership or other material interest in the Company, any of its Subsidiaries Seller or their respective Businessesthe Business; (ii) solicit or accept any other offers for the sale, lease, license, exchange or transfer or other disposition of any of the Shares Purchased Assets or any ownership or other material interest in the Company, its Subsidiaries Seller or their respective Businessesthe Business; (iii) negotiate or discuss with any Person (other than the Purchaser or and any of its representatives) the possible sale, exchange lease, license, exchange, transfer or other disposition of any of the Shares Purchased Assets or any ownership or other material interest in the Company, any of its Subsidiaries Seller or their respective Businessesthe Business; or (iv) sell, exchange lease, license, exchange, transfer or otherwise dispose of any of the Shares Purchased Assets or any ownership or other material interest in the Company, any of its Subsidiaries Seller or any of their respective Businessesthe Business, in any of the foregoing cases, whether by equity sale, merger, consolidation, equity exchange, sale of assets or otherwise. The Company Seller shall, and each of the Sellers Shareholders shall and shall cause the Company and each of its Subsidiaries Seller to, advise the Purchaser or Newco promptly of its or their or its receipt of any written offer or written proposal concerning any of the SharesPurchased Assets, the CompanySeller, any of its Subsidiaries, any part of their respective Businesses or the Business or any material interest therein, and the terms thereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Dollar Financial Corp), Asset Purchase Agreement (Dollar Financial Corp)

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Exclusive Negotiation. Neither the Company nor any of the Sellers Seller 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 Seller 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.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Imagemax Inc), Agreement and Plan of Reorganization (Imagemax Inc)

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