Go-Shop Sample Clauses

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. on the 30th day after the date of this Agreement (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right to (i) solicit, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any proposal or offer that constitutes, or that could constitute, an Acquisition Proposal, (ii) pursuant to an Acceptable Confidentiality Agreement furnish to any Person and its Representatives any information (including non-public information and data) relating to the Company or any of its Subsidiaries and affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub) to any Person (and its Representatives, including potential financing sources of such Person); provided, that the Company shall provide to Parent and Merger Sub any material non-public information or data that is provided by or on behalf of the Company to any Person given such access that was not previously made available to Parent or Merger Sub prior to or promptly (and in any event, within 48 hours) following the time it is provided to such Person or its Representatives, and (iii) engage in, enter into, continue or otherwise participate in, any discussions or negotiations with any Person (and their respective Representatives, including potential financing sources of such Person) with respect to any Acquisition Proposal (or inquiries, proposals or offers or other efforts or attempts that could lead to an Acquisition Proposal) and cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposals, including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for an Acquisition Proposal to be made to the Company Board (or the Company Special Committee) or amendment to an Acquisition Proposal to be made to the Company or the Company Board (or the Company S...

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement but subject to Sections 6.01(b)(3), (d) and (e), during the period beginning on the date of the first public announcement of this Agreement and continuing until 11:59 p.m. (New York City time) on the date that is thirty (30) days after the date of the first public announcement of this Agreement (the “Go Shop Period End Time”), Nova I, the Nova I Subsidiaries and their respective Representatives may and shall have the right to, directly or indirectly: (i) solicit, initiate, encourage or facilitate any inquiries, proposals or offers for, or engage in any negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, a Nova I Acquisition Proposal, including by way of contacting third parties, broadly disseminating public disclosure or providing access to the properties, offices, assets, books, records and personnel of Nova I and the Nova I Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or more executed confidentiality agreements (containing provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Nova I at least as favorable to Nova I as the provisions of the Confidentiality Agreement); provided, however, that Nova I has previously furnished, made available or provided access to such nonpublic information to the Other Parties or concurrently does so; (ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations regarding or otherwise in furtherance of any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova I Acquisition Proposal; (iii) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova I or any of the Nova I Subsidiaries; and (iv) disclose to the stockholders of Nova I any information required to be disclosed under applicable Law; provided, however, that in the case of this clause (iv), if such disclosure has the effect of withdrawing or adversely modifying, or does not expressly restate and publicly reaffirm, the Nova I Board Recommendation, then such disclosure shall be deemed to be a Nova I Change of Recommendation. For p...

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. on April 10, 2025 (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective Representatives shall have the right to (i) solicit, initiate, knowingly facilitate or knowingly encourage any inquiries or the making of any proposal or offer that constitutes, or that would reasonably be expected to lead to, any Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Person and its Representatives any non-public information relating to the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or any inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal; provided, that the Company shall provide to Parent any non-public information or data that is provided to any Person given such information or data that was not previously made available to Parent prior to or promptly (and in any event within 36 hours) following the time it is provided to such Person, including that the Company may grant a limited waiver under (A) any standstill or similar agreement with respect to Company Common Stock solely to allow such Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board or (B) any applicable anti-takeover law or anti-takeover provision in the Certificate of Incorporation or the Bylaws; and (iii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, continue or otherwise participate in any discussions or negotiations regarding, or furnish or provide access to any non-public information to any Person who has made or would reasonably be expected to make any Acquisition Proposal. From the date hereof until the No-Shop Period Start Date, the Company shall as promptly as reasonably practicable (and, in any event, within 36 hours) notify Parent in writing if any Acquisition Proposal is received by the Company or any of its Representatives. Such notice must include (i) the identity of the Person or group of Persons making such Acquisition Proposal; and (ii) a summary of the material terms and conditions of any such Acquisition Proposal, including, if applicable, complete copies of any relevant material written documentation or materials received by th...

Go-Shop. Acquirer hereby expressly agrees that, during the period beginning on the date of this Fourth Amendment and continuing until the New Termination Date, each Seller, and any officer, director, partner or employee of, or any financial advisor, attorney or other advisor or representative of, such Seller or any of its affiliates shall be permitted to individually or jointly, (i) directly or indirectly solicit, initiate or encourage the sale of the remaining 6,739,932 Ordinary Shares to one or more potential purchasers other than Acquirer, and (ii) directly or indirectly participate in discussions or negotiations regarding, and furnish to any person information with respect to, and take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, a sale of the remaining 6,739,932 Ordinary Shares, and each Seller shall have the option to, in its sole discretion, sell and transfer such Seller’s relevant portion of shares within the remaining 6,739,932 Ordinary Shares to one or more persons other than Acquirer (a “Third Party Deal”), provided, however, that no Seller shall enter or conclude any Third Party Deal prior to the New Termination Date.

Go-Shop. (a) During the period commencing on the date of this Agreement and ending at 11:59 p.m. (New York City time) on December 3, 2018 (the “Go-Shop Period”), Asterias and its Representatives shall be permitted to, directly or indirectly, (i) solicit, initiate, encourage and facilitate (including by the making of a public announcement) any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) grant a waiver under or terminate any “standstill” or similar obligation of any Third Party with respect to Asterias solely to allow such Third Party to submit an Acquisition Proposal in compliance with this Article V and (iii) participate in and engage in discussions and negotiations with, furnish non-public information relating to Asterias, and afford access to the books and records of Asterias to any Third Party, in each case in connection with an Acquisition Proposal or any inquiry, discussion, offer or request that could reasonably be expected to lead to an Acquisition Proposal; provided, that, prior to furnishing such non-public information or affording such access, Asterias shall have entered into an Acceptable Confidentiality Agreement with such Third Party and shall have previously provided or made available (or provides or makes available within one (1) business day) all such information, and has afforded such access, to BioTime. (b) Upon the expiration of the Go-Shop Period, Asterias shall, and shall use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated, and shall not authorize or knowingly permit any of Asterias’ Representatives to continue, any and all existing activities, discussions or negotiations with any Third Party conducted prior thereto with respect to any Acquisition Proposal or Acquisition Transaction (other than with respect to each Excluded Party only for so long as such Person is and remains an Excluded Party), and shall terminate all access granted to any such Third Party (other than with respect to each Excluded Party only for so long as such Person is and remains an Excluded Party) to any physical or electronic data room (subject to Asterias’ right to subsequently provide access to any such physical or electronic data room pursuant to Section 5.4(b)).

Go-Shop. Each Party hereby expressly acknowledges and agrees that, during the period beginning on the date of the Fourth Amendment (i.e., June 30, 2016) and continuing until the New Termination Date, each Party, and any officer, director, partner or employee of, or any financial advisor, attorney or other advisor or representative of, such Party or any of its affiliates shall be permitted to individually or jointly, (i) directly or indirectly solicit, initiate or encourage the sale of Ordinary Shares they hold to one or more potential purchasers, and (ii) directly or indirectly participate in discussions or negotiations regarding, and furnish to any person information with respect to, and take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, a sale of the Ordinary Shares they hold, and each Party shall have the option to, in its sole discretion, sell and transfer such Ordinary Shares to one or more persons (a “Third Party Deal”), provided, however, that no Party shall enter or conclude any Third Party Deal prior to the New Termination Date, provided further, however, that prior to the New Termination Date (i) Phicomm HK man continue its pledge of the Acquirer’s shares to Chongqing Liangjiang New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership) (the “Fund”) pursuant to the Capital Increase and Share Subscription Agreement dated December 2, 2015, among the Fund, Shanghai Phicomm Communication Co., Ltd., Phicomm HK and Acquirer, and (ii) the Shah Sellers agree that the Waiver and Consent issued by the Shah Sellers set forth in the letter dated April 25, 2016 from Acquirer and Phicomm HK to the Shah Sellers with respect to the pledges of (A) all Phicomm HK Shares owned by Phicomm, and (B) 5,000,000 Ordinary Shares owned by the Acquirer is hereby extended until the New Termination Date.

Go-Shop. Notwithstanding anything to the contrary contained in this Agreement but subject to Sections 6.02(b)(3), (d) and (e), during the period beginning on the date of the first public announcement of this Agreement and continuing until the Go Shop Period End Time, Nova II, the Nova II Subsidiaries and their respective Representatives may and shall have the right to, directly or indirectly: (i) solicit, initiate, encourage or facilitate any inquiries, proposals or offers for, or engage in any negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, a Nova II Acquisition Proposal, including by way of contacting third parties, broadly disseminating public disclosure or providing access to the properties, offices, assets, books, records and personnel of Nova II and the Nova II Subsidiaries and furnishing non-public

Go-Shop. (a) Notwithstanding anything to the contrary in this Agreement, each Company Party and their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants, and other advisors or representatives: (i) from the date of this Agreement until the entry of the Confirmation Order (but, for the avoidance of doubt, not thereafter): (A) shall not solicit, initiate, encourage, or induce Alternative Restructuring Proposals except as provided in this Agreement and the Restructuring Support and Lock-Up Agreement; and (B) shall have the rights to (1) consider, respond to, and facilitate Alternative Restructuring Proposals; (2) provide access to non-public information concerning any Company Party to any Person or enter into confidentiality agreements or nondisclosure agreements with any Person; (3) maintain or continue discussions or negotiations with respect to Alternative Restructuring Proposals, including those received pursuant to clause (b) of this Section 5.15; (4) otherwise cooperate with, assist, participate in, or facilitate any inquiries, proposals, discussions, or negotiation of Alternative Restructuring Proposals; and (5) enter into or continue discussions or negotiations with holders of Claims against or equity interests in a Company Party regarding the Restructuring Transactions or Alternative Restructuring Proposals; and (ii) from the date of this Agreement until 90 days after the Petition Date, shall have the rights to solicit, initiate, encourage, or induce Alternative Restructuring Proposals from any Person. (b) Before the Company Parties determine in the exercise of their fiduciary duties to enter into, or to seek authorization from the Bankruptcy Court to enter into, a commitment with respect to any Alternative Restructuring Proposal, they shall negotiate with the Commitment Parties in good faith (to the extent that the Commitment Parties so desire) with respect to any changes proposed by the Commitment Parties to the terms of the Restructuring Transaction. As soon as reasonably practicable after entry into any Alternative Restructuring Proposal, the Company Parties will publicly disclose such Alternative Restructuring Proposal by filing the material documentation thereof with the Bankruptcy Court or otherwise.

Go-Shop. (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (Pacific time) on September 30, 2012 (the “Go-Shop Period”), Seller and its Affiliates and its and their Representatives shall have the right to: (i) initiate, solicit and encourage any Inquiry or the making of any proposals or offers that could constitute Acquisition Proposals, (ii) engage or enter into, continue or otherwise participate in any discussions or negotiations with any Persons or groups of Persons with respect to any Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposals, and (iii) authorize, adopt, approve, recommend, or otherwise declare advisable or propose to authorize, adopt, approve, recommend or declare advisable (publicly or otherwise) any such Acquisition Proposal. (b) Seller shall, and shall cause its Affiliates and its and their respective employees and Representatives to, (i) at 12:00 a.m. (Pacific time) on October 1, 2012 (the “No-Shop Period Start Date”), immediately cease any discussions or negotiations with any Persons with respect to an Acquisition Proposal and (ii) from the No-Shop Period Start Date until the Closing Date or the earlier termination of this Agreement, not directly or indirectly, without Buyer’s prior written consent, (A) solicit, encourage or initiate any offer or proposal from, or engage in any discussions with, or provide any information to, any person other than Buyer and its Affiliates, employees and Representatives, concerning any Acquisition Proposal, (B) provide any information to, any person other than Buyer and its Affiliates, employees and Representatives, concerning any Acquisition Proposal, (C) accept any proposal with respect to any Acquisition Proposal. (c) Notwithstanding anything to the contrary set forth herein, at any time prior to the No-Shop Period Start Date, if the Seller has received a bona fide written Acquisition Proposal following the date of this Agreement from any Person that is not withdrawn and that the Seller concludes in good faith constitutes a Superior Proposal, the Seller may elect to terminate this Agreement pursuant to this 12.01(j) and enter into a definitive agreement with respect to such Superior Proposal, if and only if: (i) the Seller shall have complied ...

Go-Shop. During the period beginning on the date of this Agreement and continuing until 11:59 p.m. Eastern time on the day that is 45 calendar days following the date of this Agreement (the “Go-Shop End Date”), the Company shall, subject to compliance with the remainder of this ARTICLE V, have the right, to, directly or indirectly, solicit, encourage, entertain, discuss and negotiate inquiries, proposals or offers in respect of, or which are reasonably expected to lead to, an Acquisition Proposal and take any other action with respect to an Acquisition Proposal expressly permitted by the remainder of this ARTICLE V.