Negotiations   4 Sample Clauses

Negotiations   4. 2. Verhandlungen From and after the date hereof, neither the Sellers, the Company nor its officers, directors, employees, Affiliates, stockholders, representatives, agents, nor anyone acting on behalf of them shall (i) solicit, initiate, knowingly encourage (including by way of furnishing information) or knowingly take any other action to facilitate any inquiry or the making of any proposal which constitutes, or may reasonably be expected to lead to, any acquisition or purchase of a substantial amount of assets of, or any debt or equity interest in, the Company or any merger, consolidation, business combination, sale of substantially all assets, sale, license or other transfer of any material assets, sale of securities, recapitalization, liquidation, dissolution or similar transaction involving the Company or any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay or materially dilute the benefits to the Buyer of this Agreement and the transactions contemplated hereby (collectively, the “Transaction Proposals”) or agree to or endorse any Transaction Proposal or (ii) propose, enter into or participate in any Vom Datum dieses Vertrages an werden weder die Verkäufer noch die Gesellschaft, ihre leitenden Angestellten, Geschäftsführer oder Arbeitnehmer, mit der Gesellschaft verbundene Unternehmen, Anteilseigner, Vertreter oder Beauftragte noch für diese handelnde Personen (i) um eine Anfrage oder die Abgabe eines Angebots nachsuchen oder eine solche initiieren, wissentlich unterstützen (einschließlich durch die Zurverfügungstellung von Informationen) oder wissentlich andere Schritte unternehmen, die eine Anfrage oder die Abgabe eines Angebots ermöglichen, welches einen Erwerb oder Kauf eines wesentlichen Teils der Vermögensgegenstände der Gesellschaft oder der Schulden oder einer Beteiligung am Gesellschaftskapital der Gesellschaft oder eine Fusion, eine Verschmelzung, einen Unternehmenszusammenschluß, einen Verkauf im wesentlichen aller Vermögensgegenstände, einen Verkauf, eine Lizenzierung oder sonstige Übertragung von wesentlichen Vermögensgegenständen, einen Verkauf von Wertpapieren, eine Kapitalumschichtung, oder eine Abwicklung, Auflösung oder ähnliche Transaktion hinsichtlich der Gesellschaft oder eine discussions or negotiations regarding any of the foregoing, or furnish to any other person any information with respect to its business, properties or assets or any of the...
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Related to Negotiations   4

  • Negotiations From and after the date hereof until the earlier of the Closing or the termination of this Agreement, no party to this Agreement nor its officers or directors (subject to such director's fiduciary duties) nor anyone acting on behalf of any party or other persons shall, directly or indirectly, encourage, solicit, engage in discussions or negotiations with, or provide any information to, any person, firm, or other entity or group concerning any merger, sale of substantial assets, purchase or sale of shares of capital stock or similar transaction involving any party. A party shall promptly communicate to any other party any inquiries or communications concerning any such transaction which they may receive or of which they may become aware of.

  • Negotiation In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the transactions contemplated hereby, including any claim based on contract, tort, statute or constitution (collectively, “Agreement Disputes”), the Party claiming such Agreement Dispute shall give written notice to the other Party setting forth the Agreement Dispute and a brief description thereof (a “Dispute Notice”) pursuant to the terms of the notice provisions of Section 7.1 hereof. Following delivery of a Dispute Notice, the general counsels of the relevant Parties and/or such other executive officer designated by the relevant Party shall negotiate for a reasonable period of time to settle such Agreement Dispute; provided that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed forty-five (45) calendar days from the time of receipt by a Party of a Dispute Notice; provided further, that in the event of any arbitration in accordance with Section 6.3 hereof, the relevant Parties shall not assert the defenses of statute of limitations and laches arising during the period beginning after the date of receipt of the Dispute Notice, and any contractual time period or deadline under this Agreement to which such Agreement Dispute relates occurring after the Dispute Notice is received shall not be deemed to have passed until such Agreement Dispute has been resolved.

  • Prior Negotiations This Agreement supersedes all prior negotiations with respect to the subject matter hereof.

  • Mutual Negotiations This Agreement and the other Transaction Documents are the product of mutual negotiations by the parties thereto and their counsel, and no party shall be deemed the draftsperson of this Agreement or any other Transaction Document or any provision hereof or thereof or to have provided the same. Accordingly, in the event of any inconsistency or ambiguity of any provision of this Agreement or any other Transaction Document, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.

  • No Negotiations Neither Company nor any Shareholder will directly or indirectly (through a representative or otherwise) solicit or furnish any information to any prospective buyer, commence, or conduct presently ongoing, negotiations with any other party or enter into any agreement with any other party concerning the sale of Company, Company's assets or business or any part thereof or any equity securities of Company (an "acquisition proposal"), and Company and Shareholders shall immediately advise Buyer of the receipt of any acquisition proposal.

  • Negotiation of Agreement Owner and Manager are both business entities having substantial experience with the subject matter of this Agreement, and each has fully participated in the negotiation and drafting of this Agreement. Accordingly, this Agreement shall be construed without regard to the rule that ambiguities in a document are to be construed against the draftsman. No inferences shall be drawn from the fact that the final, duly executed Agreement differs in any respect from any previous draft hereof.

  • Prior Negotiations; Entire Agreement This Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement.

  • Other Negotiations Following the date hereof and until termination of this Agreement pursuant to Section 9.1, Target will not (and it will not permit any of its officers, directors, employees, agents and Affiliates on its behalf to) take any action to solicit, initiate, seek, encourage or support any inquiry, proposal or offer from, furnish any information to, or participate in any negotiations with, any corporation, partnership, person or other entity or group (other than Acquiror) regarding any acquisition of Target, any merger or consolidation with or involving Target, or any acquisition of any material portion of the stock or assets of Target or any material license of Target Proprietary Rights (any of the foregoing being referred to in this Agreement as an "ACQUISITION TRANSACTION") or enter into an agreement concerning any Acquisition Transaction with any party other than Acquiror. If between the date of this Agreement and the termination of this Agreement pursuant to Section 9.1, Target receives from a third party any offer or indication of interest regarding any Acquisition Transaction, or any request for information regarding any Acquisition Transaction, Target shall (i) notify Acquiror immediately (orally and in writing) of such offer, indication of interest or request, including the identity of such party and the full terms of any proposal therein, and (ii) notify such third party of Target's obligations under this Agreement.

  • Arms’ Length Negotiations The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

  • Consultations Consultant shall be available to consult with the Board of Directors, the officers of the Company, and the heads of the administrative staff, at reasonable times, concerning matters pertaining to its legal organization, compliance with reporting obligations at the Securities and Exchange Commission and preparation of offering documents and related materials as needed.

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