Exclusivity During Contract Period Sample Clauses

Exclusivity During Contract Period. Until the earlier of the Closing and the termination of this Agreement, none of Seller, Purchaser, or their respective Affiliates, agents, brokers or representatives shall (i) offer to, or negotiate with any other party with respect to a sale, joint venture, syndication or other disposition, transfer or conveyance of the Seller Interests and/or (ii) exercise the buy/sell procedure or the Marketing Right pursuant to any of the Paoli Venture Agreement, the Lafayette Venture Agreement or the MSH Venture Agreement.
Sample 1
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Exclusivity During Contract Period. Until the earlier of the Closing and the termination of this Agreement, none of Seller or their respective Affiliates, agents, brokers or representatives in its capacity as such shall (i) offer to, or negotiate with any other party with respect to a sale, joint venture, syndication or other disposition, transfer or conveyance of the Seller’s Interest or Seller’s Newco Interest and/or (ii) request the consent to actions that would, or take any actions that would, reasonably be anticipated to jeopardize, delay or impair the ability or likelihood of the parties to consummate the Closing hereunder and/or (iii) exercise the buy/sell or other liquidity rights pursuant to the LP Agreement, the GP Agreement, the Newco LP Agreement or the Newco GP Agreement and/or (iv) otherwise (save as aforesaid) act in respect of the management of the Facilities, GP, LP, or any direct or indirect subsidiaries thereof in a manner which is (A) inconsistent with its prior practice or (B) outside of the ordinary course of business save to the extent that such action may be required to protect the interests of such person(s) from (a) imminent, irremediable material damage and/or (b) breach of any material legal or regulatory obligation.
Sample 1
Exclusivity During Contract Period. Until the earlier of the Closing and the termination of this Agreement, none of Seller, Purchaser or their respective Affiliates, agents, brokers or representatives shall (i) directly or indirectly, offer to, negotiate with, engage in discussions with, or provide information to, any other party with respect to a sale, joint venture, syndication or other disposition, transfer or conveyance of Seller’s Interest, or any merger, sale of substantial assets or similar transaction involving the Joint Venture, the Operating Subsidiaries, the Facility Owners, Pool One LLC or the TRS and/or (ii) exercise any transfer rights, sale rights, purchase option, buy-sell rights, rights of first offer, put rights or other similar rights pursuant to the Venture Agreement. For purposes of clarity, upon the consummation of the Merger, this Agreement will supersede Sunrise’s purchase options under the Venture Agreement.
Sample 1
Exclusivity During Contract Period. Until the earlier of the Closing and the termination of this Agreement, none of Seller, Purchaser, or their respective Affiliates, agents, brokers or representatives shall (i) offer to, or negotiate with any other party with respect to a sale, joint venture, syndication or other disposition, transfer or conveyance of the Seller Interests and/or (ii) exercise the buy/sell procedure or the Marketing Right pursuant to the Venture Agreement.
Sample 1
Exclusivity During Contract Period. Until the earlier of the Closing and the termination of this Agreement, none of Seller, Purchaser or their respective Affiliates, agents, brokers or representatives shall (i) directly or indirectly, offer to, negotiate with, engage in discussions with, or provide information to, any other party with respect to a sale, joint venture, syndication or other disposition, transfer or conveyance of Seller’s Interest, or any merger, sale of substantial assets or similar transaction involving the Joint Venture, TRS, Tenant Mezz Borrowers, the Operating Subsidiaries, the Landlord Mezz Borrowers or the Landlord Subsidiaries and/or (ii) exercise any transfer rights, sale rights, purchase option, buy-sell rights, rights of first offer, put rights or other similar rights pursuant to the Venture Agreement. For purposes of clarity, upon the consummation of the Merger, this Agreement will supersede Sunrise’s purchase options under the Venture Agreement.
Sample 1
Exclusivity During Contract Period. Until the earlier of the Closing and the termination of this Agreement, none of Seller, Purchaser or their respective Affiliates, agents, brokers or representatives shall (i) directly or indirectly, offer to, negotiate with, engage in discussions with, or provide information to, any other party with respect to a sale, joint venture, syndication or other disposition, transfer or conveyance of Seller’s Interest, or any merger, sale of substantial assets or similar transaction involving the Joint Venture, Sun IV, TRS, the Operating LLCs, the Operating Subsidiaries or the Facility Owners and/or (ii) exercise any transfer rights, sale rights, purchase option, buy-sell rights, rights of first offer, put rights or other similar rights pursuant to the Venture Agreement. For purposes of clarity, upon the consummation of the Merger, this Agreement will supersede Sunrise’s purchase options under the Venture Agreement.
Sample 1
Exclusivity During Contract Period. Until the earlier of the Closing and the termination of this Agreement, none of Seller, Purchaser or their respective Affiliates, agents, brokers or representatives shall (i) directly or indirectly, offer to, negotiate with, engage in discussions with, or provide information to, any other party with respect to a sale, joint venture, syndication or other disposition, transfer or conveyance of Seller’s Interest or the Shares, or any merger, sale of substantial assets or similar transaction involving the Joint Venture, the JV Subsidiaries, CLPSun III GP, the Operating Subsidiaries or the Facility Owners and/or (ii) exercise any transfer rights, sale rights, purchase option, buy-sell rights, rights of first offer, put rights or other similar rights pursuant to the Venture Agreement. For purposes of clarity, upon the consummation of the Merger, this Agreement will supersede Sunrise’s purchase options under the Venture Agreement.
Sample 1
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Related to Exclusivity During Contract Period

  • Union Activity During Working Hours Solicitation of Union membership or collection or checking of dues will not be conducted during working time. The Company agrees not to discriminate in any way against any employee for Union activity, but such activity shall not be carried on during working time, except as specifically allowed by the provisions of this Agreement.

  • CONTRACT PERIOD “Contract Period” shall mean the period commencing the day immediately preceding a Change in Control and ending on the earlier of (i) the first anniversary of the Change in Control or (ii) the date the Executive would attain age 65 or (iii) the death of the Executive. For the purpose of this Agreement, a Change in Control shall be deemed to have occurred at the date specified in the definition of Change-in-Control.

  • Exclusivity Period During the Exclusivity Period, each Party: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if it, its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such approach or communication and promptly provide copies of any such written Competing Proposal.

  • Sales During Pre-Settlement Period Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

  • Benchmark Unavailability Period Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

  • Death During Benefit Period If the Executive dies after the benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Executive's beneficiary at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

  • Time off during notice period During the period of notice of termination given by the employer, an employee shall be allowed up to one day's time off without loss of pay for the purpose of seeking other employment. This time off shall be taken at times that are convenient to the employee after consultation with the employer.

  • Withdrawals during Concession Period 27.3.1 The Concessionaire shall, at the time of opening the Escrow Account, give irrevocable instructions, by way of an Escrow Agreement, to the Escrow Bank instructing, inter alia, that deposits in the Escrow Account shall be appropriated in the following order every month, or at shorter intervals as necessary, and if not due in a month then appropriated proportionately in such month and retained in the Escrow Account and paid out therefrom in the month when due: (a) all taxes due and payable by the Concessionaire for and in respect of the Project; (b) all payments relating to construction of the Project, subject to and in accordance with the conditions, if any, set forth in the Financing Agreements; (c) O&M Expenses, subject to the ceiling, if any, set forth in the Financing Agreements; (d) O&M Expenses and other costs and expenses incurred by the Authority in accordance with the provisions of this Agreement, and certified by the Authority as due and payable to it; (e) Concession Fee or Annual Concession Fee, as the case may be, due and payable to the Authority; (f) monthly proportionate provision of Debt Service due in an Accounting Year; (g) all payments and Damages certified by the Authority as due and payable to it by the Concessionaire; (h) monthly proportionate provision of debt service payments due in an Accounting Year in respect of Subordinated Debt; (i) any reserve requirements set forth in the Financing Agreements; and (j) balance, if any, in accordance with the instructions of the Concessionaire. 27.3.2 The Concessionaire shall not in any manner modify the order of payment specified in Clause 27.3.1, except with the prior written approval of the Authority.

  • Employee leaving during notice period An employee given notice of termination in circumstances of redundancy may terminate their employment during the period of notice. The employee is entitled to receive the benefits and payments they would have received under this clause had they remained in employment until the expiry of the notice, but is not entitled to any payment in lieu of any remaining notice.

  • Duty of Loyalty During Employment I agree that during the period of my employment by Company I will not, without Company’s express written consent, directly or indirectly engage in any employment or business activity which is directly or indirectly competitive with, or would otherwise conflict with, my employment by Company.

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