Exclusive Transaction. Prior to the expiration of the Purchase Window, neither Licensee or any other Licensee Party shall, directly or indirectly, whether through any of its joint venturers, partners, shareholders, members, directors, agents or representatives or otherwise, solicit or entertain offers from, negotiate with, or in any manner encourage, discuss, accept, or consider any proposal of any other person or entity relating to the purchase of a Branded Retail Store, any of the Operating Subsidiaries or the assets of any of the Operating Subsidiaries, whether in whole or in part, directly or indirectly, through purchase, merger, consolidation or otherwise (other than sales of inventory in the ordinary course of business) other than Licensor. In addition, Licensee shall immediately notify Licensor of any contact between Licensee, any of the Operating Subsidiaries or any other Licensee Party regarding any such offer or proposal or any related inquiry, and if such communication is made in writing any Licensee Party or any of their respective representatives of affiliates shall furnish a copy thereof to Licensor.
Exclusive Transaction. In consideration of the substantial expenditures of time, effort and expense to be undertaken by Buyer in connection with its due diligence review and the preparation and negotiation of this Agreement with Seller, Seller agrees that from the date of this Agreement and until the earlier of the Closing Date and the date that this Agreement is terminated in accordance with its terms, neither the Seller nor the Company or any of their Subsidiaries shall, directly or indirectly, through any officer, director, employee or agent (including through any investment banker, attorney or accountant retained by any of the foregoing), solicit the submission of any proposal, offer, inquiry or contact from any Person relating to (i) any sale of all or any portion of the Company Equity Interests or NSP Capital Shares or assets of the Seller, the Company or any of their Subsidiaries with any Person other than the Buyer, its Affiliates and their representatives (other than sales of inventory or obsolete or worn assets in the ordinary course of business consistent with past practice) or (ii) any merger, consolidation, recapitalization, liquidation, dissolution or similar transaction involving the Seller, NSP Capital, the Company or any of their Subsidiaries, or participate in any discussions or negotiations regarding any of the foregoing (each such transaction being referred to herein as a “Proposed Acquisition Transaction”). The Seller, the Company and their Subsidiaries shall promptly cease and cause to be terminated any and all negotiations with such third parties regarding any of the foregoing. The Seller shall not waive any provision of any confidentiality agreement that it entered into in connection with the transactions contemplated hereby. In the event that the Company, the Seller or UBS receives any bona fide proposal to enter into negotiations in respect of, or a written or bona fide verbal proposal regarding, a Proposed Acquisition Transaction, the Company shall provide prompt notice of such proposal to the Buyer and the Company’s response thereto.
Exclusive Transaction. In consideration of the substantial expenditures of time, effort and expense to be undertaken by the Purchaser in connection with its due diligence review and the preparation and negotiation of this Agreement with the Sellers, the Sellers agree that from the date of this Agreement and until the earlier of the Closing Date and the date that this Agreement is terminated in accordance with its terms, the Sellers shall not (and will cause the Target Companies and each of their officers, directors, employees and agents not to) solicit or enter into any discussions or negotiations with, or furnish or cause to be furnished any information concerning the Target Companies to, any person (other than Purchaser and its officers, directors, employees and agents) in connection with any proposed acquisition of the Target Companies or the Timberlands Assets, whether by merger, purchase of the equity interests, sale of all or substantially all of the assets or other acquisition or business combination involving Sellers or the Target Companies or the Timberlands Assets (such transaction, an "ALTERNATIVE TRANSACTION"). If Seller, any of the Target Companies, or any of their officers, directors, employees or agents receive any bona fide proposal for an Alternative Transaction, then the Sellers will (and will cause the Target Companies and their officers, directors, employees and agents to) promptly notify Purchaser of such and of any material developments that occur thereafter.
Exclusive Transaction. In consideration of the substantial expenditures of time, effort and expense to be undertaken by Buyer in connection with its due diligence review and the preparation and negotiation of this Agreement with Seller, Seller agrees that from the date of this Agreement and until the earlier of the Closing Date and the date that this Agreement is terminated in accordance with its terms, Seller shall not enter into negotiations or any agreement regarding the terms of any sale any of the Target Units, the Paper Units, all or substantially all of the assets of the Company (assuming, for this purpose, that the assets that are proposed to be transferred to the Company pursuant to the Paper Contribution Agreement are treated as being held by the Company), the Paper Companies and their respective Subsidiaries or the Business with any Person other than Buyer, its Affiliates and their respective representatives; provided, that the foregoing shall not be deemed to prohibit the Target Unit Contribution, the Paper Unit Contribution and/or the other transactions contemplated by the Paper Contribution Agreement, and the consummation thereof by Seller and its Affiliates shall not be a breach of this Section 3E. Buyer and Buyer Sub each agrees that, from the date of this Agreement until the earlier of the Closing Date and the date that this Agreement is terminated in accordance with its terms, neither of them shall enter into any negotiations or any agreement regarding a “business combination” (as defined in Buyer’s certificate of incorporation), other than the Purchase and Sale Transaction contemplated by this Agreement.
Exclusive Transaction. The Company and each Seller agrees that from the date hereof until the earlier of the Closing Date and the date that this Agreement is terminated pursuant to Section 7A, each such Person shall not, and shall instruct its Agents and Affiliates not to, directly or indirectly (a) solicit, facilitate, initiate, respond to or encourage proposals, offers or inquiries from a third party, other than the Buyer, with respect to any Competing Transaction, (b) provide any non-public information to any such third party (including via access to any data room or other records), other than the Buyer or its Agents, with respect to the business, assets. liabilities, financial condition or results of operations of the Company or any Subsidiary thereof in connection with any Competing Transaction, (c) solicit, facilitate, initiate, encourage, respond to or participate in any negotiations or discussions with any such third party other than the Buyer or its Agents with respect to any Competing Transaction, or (d) enter into a letter of intent or other agreement with a third party other than the Buyer with respect to any Competing Transaction. The Company shall, promptly following the execution of this Agreement, request the return or destruction of any confidential or proprietary information of the Company or its Subsidiaries previously provided by or on behalf of the Company to any third party in connection with discussions or the evaluation of any Competing Transaction. Within one Business Day after the date of this Agreement, the Company and each Seller agrees that it shall terminate (and cause its respective Agents to terminate) any discussions or negotiations any such Person may be having with any third party regarding a Competing Transaction.
Exclusive Transaction. Seller agrees that during the interim period, none of Seller, the Company nor any of their respective Subsidiaries shall, and Seller shall instruct its Representatives not to, directly or indirectly, (i) provide any non-public information to any third party (including via access to any data room or other records), other than Buyer and its agents and Representatives, in an effort to facilitate such third party’s evaluation of an acquisition of all or substantially all of the Company’s equity securities or assets of the Company and its Subsidiaries taken as a whole or any other transaction that would expressly prevent performance of Seller’s obligations under this Agreement (a “Competing Transaction”), (ii) solicit, initiate or knowingly encourage the submission of proposals, offers or inquiries from a third party other than Buyer with respect to any Competing Transaction, (iii) participate in any negotiations or discussions with any third party other than Buyer and its agents and Representatives with respect to any Competing Transaction or (iv) enter into a binding letter of intent or other binding agreement with a third party other than Buyer with respect to any Competing Transaction. 6O.
Exclusive Transaction. The Company agrees that from the date of this Agreement and until the earlier of the Closing Date and the date that this Agreement is terminated in accordance with its terms, the Company shall not, and shall cause its directors, employees, officers, and other representatives, Equityholders and Affiliates not to, directly or indirectly, solicit, negotiate with or in any manner encourage, discuss or accept any proposal of, provide any non-public information to, or enter into any agreement with any Person (other than the Evolent Entities and Merger Sub) relating to the acquisition of the Company or its Subsidiaries or their respective assets, whether directly or indirectly, through stock purchase, asset purchase, merger, consolidation or otherwise (other than dispositions of assets in the Ordinary Course of Business of the Company and its Subsidiaries). The Company shall notify the Evolent Entities of any such inquiry or proposal, the identity of the party making such inquiry or proposal, and the terms thereof within twenty-four (24) hours of receipt or awareness.
Exclusive Transaction. Upon acceptance of this Letter Agreement by TSC and GA/GBRP, each party hereby covenants and agrees that by its/their acceptance of this Letter Agreement, each acknowledges that it understands that the proposal to consummate the Transaction with the Debtors is premised upon each having accepted the terms and conditions of this Letter Agreement. As a consequence of the foregoing, subject to paragraph 9 hereof, TSC and GA/GBRP each agrees that it/they shall not enter into a transaction relative to the acquisition by it/them of any of the Debtors' assets, including, but not limited to, the TSC Identified Properties, the non-TSC Indentifed Properties, the Debtors' merchandise inventories, or the Debtors' FF&E, except as is provided herein, unless otherwise agreed in writing by the other party(ies) hereto.
Exclusive Transaction. During the Pre-Closing Period, the Company and each Seller shall not, directly or indirectly:
Exclusive Transaction. Until the earlier of the termination of this Agreement in accordance with its terms or the Closing, the Sellers, the Blockers and the Company shall not (and shall not permit any agent, employee, board member or Affiliate thereof to), without the express prior written consent of Buyer, directly or indirectly: (A) initiate, engage in or hold discussions or negotiations with, or offer to, or solicit or entertain offers from, any Person (other than Buyer or its Affiliates) concerning the sale, purchase, transfer, joint venture, affiliation, lease or other disposition of the Assets (or any material portion thereof) or any Units or other ownership interest in the Company, the Blockers, Holdings, the Business or any Subsidiary thereof, nor the management of the Company, its Subsidiaries, the Assets or the Business, nor any transfer by the Sellers or their Affiliates of any of their ownership interests in the Company or the Assets or Business, or the issuance by the Company or its Affiliates of any debt, ownership interests or other equity, nor any merger, consolidation or similar transaction involving the Blockers, the Company or its Subsidiaries (collectively, “Prohibited Transactions”), or (B) enter into any agreement with or accept any offer from any Person (other than Buyer or its Affiliates) with respect to any Prohibited Transaction. The Representative and the Company shall immediately advise such inquiring party of this Section 3D and promptly advise Buyer by telephone and thereafter promptly confirm in writing, of any inquiry, proposal, solicitation or communication of any kind (and the terms thereof) relating, contemplating or looking to any of the foregoing.
