Exclusive Period. The Company, the Controlling Shareholder and the Founder agree that without the prior written consent of the Investors, during the period from the date of signing of this Agreement to an earlier date between (a) the Delivery Date and (b) when this Agreement is terminated, the Company, the Controlling Shareholder and the Founder or any of their related person shall not:
(1) solicit, initiate, encourage or accept any of the following proposals or offers from any person: (a) any investment in the Group Company; (b) any acquisition of all or any part of the equity interests or assets of the Group Company; (c) acquisition, merger or other form of business combination of the Group Company or its main business; or (d) any capital restructuring, asset restructuring or other abnormal business transaction involving the Group Company or related to the Group Company; or
(2) To sign any agreement, memorandum, letter of intent or similar legal document on the above matters, participate in any discussion, negotiation and other forms of exchanges, or to provide other persons with information related to the above matters, or to cooperate or assist with, or participate in, facilitate or encourage the effort or attempt made by any other person to attempt to carry out the above matters in any way. The Company, the Controlling Shareholder and the Founder agree that, during the period from the date of signing of this Agreement to the earlier date between (a) the Delivery Date and (b) when this Agreement is terminated, the Company, the Controlling Shareholder and the Founder shall immediately cease or ensure any other related person to cease all existing discussions, conversations, negotiations and other forms of exchanges with any other person so far on the above matters; if any person puts forth any such proposal or offer, or any person has made any attempt or other contact, the Company, the Controlling Shareholder and the Founder shall immediately notify the Investors and shall, in the notification sent to the Investors, state clear in a reasonable detailed manner the identity of the person making the proposal, offer, attempt or contact, and the terms and conditions of such proposal, offer, attempt or other contact.
Exclusive Period. 3.2.1 In the event a Research Milestone is achieved during the Term, then during the Exclusive Period commencing with such Research Milestone (i) the Parties and their Affiliates shall have co-exclusive access to such Structurally Enabled Hit and Target Structural Information related to such Structurally Enabled Hit and shall not disclose such Structurally Enabled Hit, Target Structural Information related to such Structurally Enabled Hit or any Research Program Know How related thereto to any Third Party; and (ii) Lilly shall have the option to negotiate an exclusive structure-based drug discovery research and development collaboration with Receptos with the goal of selecting and developing a Development Candidate (an “Exclusive SBDD Deal”) whereby further development efforts of the Parties with respect to Target would be, during the term of such collaboration, exclusive.
3.2.2 If the Parties are unable to reach the terms of an Exclusive SBDD Deal, and during the *** following the conclusion of such Exclusive Period Receptos offers in negotiations for an Exclusive SBDD Deal with a Third Party terms that are substantially equivalent to (or better for the Third Party), in the aggregate, to the terms that Lilly last offered during the Exclusive Period for an Exclusive SBDD Deal, including financial terms which are substantially equivalent to ( or better for the Third Party) than the financial terms last offered during the Exclusive Period by Lilly for an Exclusive SBDD Deal, then Lilly shall have a right of first refusal to enter into an Exclusive SBDD Deal with Receptos on such terms as follows: If the foregoing situation exists, Receptos will so advise Lilly in writing setting forth the proposed terms of the proposed Exclusive SBDD Deal and provide Lilly with the right to accept such terms in writing within thirty (30) business days of receipt of such notice of right of first refusal.
3.2.3 If the Research Milestone resulted from the achievement of a Structurally Enabled Lilly Hit during the Term, the Term shall end as a consequence of such achievement and the Exclusive Period shall begin. If no Exclusive SBDD Deal is reached as provided above, Section 3.3 shall apply. If the Research Milestone resulted from the achievement of a Structurally Enabled Receptos Hit or a Structurally Enabled Joint Hit during the Term, the Research Project shall continue until the earliest of expiration of the Term, earlier termination as provided in Article X , achievement of ...
Exclusive Period. The Company shall not effect any Underwritten Offering of Common Shares during the Exclusive Period, other than (x) an Underwritten Offering of Registrable Securities and (y) an Underwritten Offering of Common Shares for the benefit of a shareholder in satisfaction of registration rights granted by the Company to such shareholder prior to the date of this Agreement, as listed on Appendix I to this Agreement.
Exclusive Period. The Company, the Controlling Shareholder and the Founder agree, during the period from the date of this Agreement to an earlier date between (a) the Delivery Date and (b) the date of termination of this Agreement, without the prior written consent of Guohong No.2 and Fenzhong Chuangxiang, the Company, the Controlling Shareholder and the Founder or any of their related person will not:
(1) solicit, initiate, encourage or accept any of the following proposals or offers from any person: (a) any investment in the Group Company; (b) any acquisition of all or any part of the equity interests or assets of the Group Company; (c) acquisition, merger or other form of business combination of the Group Company or its main business; or (d) any capital restructuring, asset restructuring or other abnormal business transaction involving the Group Company or related to the Group Company; or
(2) To sign any agreement, memorandum, letter of intent or similar legal document on the above matters, participate in any discussion, negotiation and other forms of exchanges, or to provide other persons with information related to the above matters, or to cooperate or assist with, or participate in, facilitate or encourage the effort or attempt made by any other person trying to carry out the above matters in any way. The Company, the Controlling Shareholder and the Founder agree that, during the period from the date of signing of this Agreement to the earlier date between (a) the Delivery Date and (b) when this Agreement is terminated, the Company, the Controlling Shareholder and the Founder shall immediately cease or ensure any other related person to cease all existing discussions, conversations, negotiations and other forms of exchanges with any other person so far on the above matters; if any person puts forth any such proposal or offer, or any person has made any attempt or other contact, the Company, the Controlling Shareholder and the Founder shall immediately notify Guohong No.2 and Fenzhong Chuangxiang and shall, in the notification sent to Guohong No.2 and Fenzhong Chuangxiang, state clear in reasonable details on the identity of the person making the proposal, offer, attempt or contact, and the terms and conditions of such proposal, offer, attempt or other contact.
Exclusive Period. Until the earlier of (a) the Closing Date, or (b) the termination (for whatever reason) of this Agreement, Seller shall not solicit, initiate or encourage any other bids for the sale of all or any portion of the Purchased Assets without the written consent of Purchaser, other than the sale of inventory and services in the ordinary course of business consistent with past practices. Seller will notify Purchaser immediately if any person makes any proposal with respect to any of the foregoing.
Exclusive Period. Seller shall have maintained its exclusive period to file and solicit acceptances of a plan through January 15, 2000, and Seller shall not have either (i) filed with the Bankruptcy Court a chapter 11 plan providing for the acquisition of Seller (or a substantial portion of its ownership or assets) by a person or entity other than Buyer, (ii) sought Bankruptcy Court approval of an acquisition of Seller (or a substantial portion of its ownership or assets) other than by Buyer, or (iii) except as described in the Plan, filed any amendment or modification to the chapter 11 plan for Seller dated August 24, 1999 (the "Standalone Plan") or any other chapter 11 plan providing for an internal reorganization of Seller, or obtained Bankruptcy Court approval of a disclosure statement for the Standalone Plan.
Exclusive Period. Until the earlier of (a) the termination of this Agreement under Section 9.1, or (b) the Closing under this Agreement (the "EXCLUSIVE PERIOD"), Seller agrees that (i) it will not sell or otherwise transfer any significant asset of Seller (other than in the Ordinary Course) or enter into an agreement to sell or otherwise transfer any such asset; (ii) none of Seller or its representatives, trustees, employees or Affiliates will, directly or indirectly, solicit any offers, bids or indications of interest from, or initiate or continue negotiations with (other than to terminate certain other preexisting negotiations), any Person other than DEGC with respect to the sale of Seller or an interest therein; and (iii) none of Seller or its representatives, trustees, employees or Affiliates will provide any information about Seller to any Person other than DEGC, its counsel and other advisors, and DEGC's current or proposed lending sources. In the event that any third-party approaches Seller regarding an interest in purchasing all or a substantial portion of the assets of Seller, the contacted party shall notify DEGC promptly as to the interest or proposal, its source and its terms, and shall rebuff such offer.
Exclusive Period. For a period of forty-five days from the date of ------------------ this agreement, the Company will not contact or solicit potential Investors to purchase the Securities without QG's prior written approval, which will not be unreasonably withheld. The Company represents, warrants and agrees the QG's engagement hereunder shall, for the referenced forty-five day period, be an exclusive engagement and that no other financial advisor, broker or agent is or will be authorized by it during such period to perform services on its behalf of any type that QG has been engaged to perform hereunder.
Exclusive Period. During the period (the “Exclusive Period”) from the date of this Agreement until the later of (a) the termination of this Agreement, and (b) the Transaction Closing Date, LAC will not, and will cause each of its affiliates to not, directly or indirectly, through any shareholder, officer, director, employee, affiliate, lawyer, accountant, financial advisor or other agent (collectively, “Representatives”), take any action to solicit, initiate, seek, or encourage any inquiry, proposal or offer from, furnish any information to, or participate in any discussions or negotiations with, any third party (other than Ganfeng) regarding any transaction that would be inconsistent with, or materially impede or delay, the transactions proposed by this Agreement, including the direct or indirect financing by any party of a direct or indirect interest in the Cauchari Project (any such transaction being an “Alternative Transaction”). LAC agrees that any such discussions or negotiations (other than negotiations with Ganfeng) in progress as of the date of this Agreement will be immediately terminated and that in no event will LAC accept or enter into an agreement concerning any Alternative Transaction during the Exclusive Period. LAC shall be responsible for any actual or threatened breach of this Section 2.5 by its affiliates or its or their respective Representatives.
Exclusive Period. For a period of two (2) years from the effective date of this Agreement, Eagle will be granted a license that provides for exclusivity in the field-of-use: for fiber and wireless to the home market for broadband services to gated residential communities, including multi-dwelling units (i.e., apartment complexes); and hospitality venues (i.e., hotel and motel complexes). Except as expressly stated in this section, the license and rights granted under this Agreement are non-exclusive, and nothing in this Agreement shall be construed as granting to Eagle any exclusive rights with respect to any other field of use.
