Exclusivity/No-Shop Sample Clauses
The Exclusivity/No-Shop clause restricts one or both parties in a transaction from soliciting or negotiating offers with third parties for a specified period. Typically, this means that a seller cannot seek or entertain alternative bids while discussions or due diligence are ongoing with a particular buyer. This clause is commonly used in mergers and acquisitions or investment agreements to provide assurance to the interested party that their time and resources will not be undermined by competing offers. Its core function is to protect the negotiating party’s investment in the deal process and to foster trust by reducing the risk of being outbid or having negotiations disrupted.
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Exclusivity/No-Shop. Seller agrees that, from and after the Execution Date until the earlier of the Closing and termination of this Agreement in accordance with its terms, Seller will not, and will cause its Affiliates, and its and their employees, representatives, agents, brokers, investment bankers and any other Person engaged by or acting on behalf of Seller or any Affiliate of Seller not to, directly or indirectly, (a) solicit, initiate, facilitate or knowingly encourage any Competing Transaction or any inquiries or the making of any proposal that constitutes or reasonably could be expected to lead to a Competing Transaction, or (b) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise cooperate with any Person in any way with respect to, or execute or enter into any contract or agreement with respect to any potential Competing Transaction. Seller further agrees that from and after the Execution Date, until the earlier of the Closing and the termination of this Agreement in accordance with its terms, Seller will, and will cause all of its Affiliates, and all of its and their employees, representatives, agents, brokers, investment bankers and any other Person engaged by or acting on behalf of Seller or any Affiliate of Seller to, cease and cause to be terminated immediately all existing discussions or negotiations with any Person (other than Buyer and its Affiliates) with respect to any Competing Transaction.
Exclusivity/No-Shop. From the date hereof until the Closing, except for the Transactions, Cementos, the Company and the Argos Parties shall not, and each shall instruct its and their Representatives not to, directly or indirectly, (i) solicit, initiate, propose or take any action to knowingly facilitate or encourage the submission of any inquiry or proposal that constitutes, or would reasonably be expected to lead to the direct or indirect acquisition of any Equity Securities or any material portion of the assets of any ANAC Company, whether in an acquisition structured as a merger, consolidation, exchange, sale of assets, sale of stock or membership interests, or otherwise (any of the foregoing, a “Company Acquisition Proposal”), or (ii) enter into or knowingly participate in any discussions or negotiations with, furnish any nonpublic information relating to any ANAC Company or afford access to the business, properties, assets, books or records of any ANAC Company, or otherwise knowingly cooperate with, any Third Party, in each case relating to a Company Acquisition Proposal by such Third Party. The Company and Argos Parties shall, and shall cause their respective Affiliates, Subsidiaries and Representatives to use reasonable best efforts to, (a) cease and cause to be terminated any existing discussions or negotiations with any Person (other than Summit) conducted heretofore with respect to any of the matters addressed in this Section 6.05, (b) terminate access of such Persons to any data room no later than five Business Days following the date hereof and (c) exercise contractual rights (if any) to cause the return or destruction of any confidential information shared with any such Persons in connection therewith no later than five Business Days following the date hereof. If the Argos Parties or any ANAC Company receive a Company Acquisition Proposal from a third party, the Company shall promptly notify Summit of such Company Acquisition Proposal, which notice shall include a summary of all material terms of such offer and the identity of the Person making such offer.
Exclusivity/No-Shop. As an inducement for Purchaser to commit the resources, forego other potential opportunities, and incur the legal, accounting, survey, architectural, inspection and incidental expenses necessary to properly evaluate the acquisition of the Property, Seller agrees that during the term of this Agreement, Seller and its officers, directors, employees and agents will not initiate, solicit, encourage, directly or indirectly, or accept an offer or proposal regarding the possible purchase and sale of the Property by any person or entity other than Purchaser until the termination of this Agreement.
Exclusivity/No-Shop. Seller shall not, and shall not authorize or permit any of its Affiliates, from the date hereof until May 30, 2017 (“Exclusivity Expiration Date”), directly or indirectly through any of its Affiliate, representative or otherwise (except to the Purchaser and its Affiliates):
i. solicit, initiate, knowingly encourage, facilitate or accept any inquiries, proposals, offers or other indications of interest by or from any Person with respect to the Assets that may constitute, or could reasonably be expected to lead to, and Alternative Transaction;
ii. enter into or participate in any discussions or negotiations with any Person or group of Persons other than Purchaser and its Affiliates regarding an Alternative Transaction;
iii. furnish any non-public information relating to Seller, or any of its subsidiaries, its Assets, or afford access to the Assets, Business, Transferred Real Properties, Books or Records to any other group of Persons other than Purchaser, its Affiliates and its and their Representatives, in all cases for the purpose of assisting with or facilitating an Alternative Transaction; or
iv. enter into an Alternative Transaction or any agreement, arrangement or understanding, including, without limitation, any letter of intent, term sheet or other similar document, relating to an Alternative Transaction.
Exclusivity/No-Shop. Between the date of this Agreement and the Closing Date, none of the Current Shareholders nor Seller shall (i) sell, offer to sell, or entertain any offers to sell or buy, all or any part of the Company's Stock or the Purchased Business; (ii) negotiate or discuss with any third persons regarding any such sale or purchase; and (iii) retain a broker, financial adviser, investment bank or other agent for the purpose, directly or indirectly, of preparing the Purchased Business for sale or conducting the activities prohibited by clauses (i) and/or (ii) above.