Common use of Negotiations with Others Clause in Contracts

Negotiations with Others. From and after the date hereof unless and until this Agreement shall have terminated in accordance with its terms, Sellers, jointly and severally, agree that neither Sellers, the Company, any Affiliate of any of them, nor any Representative of any of them, will directly or indirectly (i) solicit, engage in discussions or engage in negotiations with any person (other than Buyer or any of its Affiliates) with respect to an Acquisition Proposal; (ii) provide information to any person (other than Buyer, any of its Representatives or the Company's Representatives) in connection with an Acquisition Proposal; (iii) enter into any transaction with any person (other than Buyer or any of its Affiliates) with respect to an Acquisition Proposal; or (iv) agree to do any of the foregoing. If any Seller, the Company, any Affiliate or Representative thereof receives any offer or proposal to enter into discussions or negotiations relating to any of the above, Sellers will immediately notify Buyer in writing as to the identity of the offeror or the party making any such proposal and the specific terms of such offer or proposal.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Preferred Employers Holdings Inc), Stock Purchase Agreement (Preferred Employers Holdings Inc)

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Negotiations with Others. From The Company and after the date hereof unless and until this Agreement shall have terminated in accordance with its terms, SellersSeller, jointly and severally, agree that neither SellersSeller, the Company, any Affiliate of any of them, nor any Representative of any of them, will directly or indirectly indirectly: (i) solicit, engage in discussions or engage in negotiations with any person (other than Buyer or any of its Affiliates) with respect to an Acquisition Proposal; (ii) provide information to any person (other than Buyer, any of its Representatives or the Company's Representatives) in connection with an Acquisition Proposal; (iii) enter into any transaction with any person (other than Buyer or any of its Affiliates) with respect to an Acquisition Proposal; or (iv) agree to do any of the foregoing. If any Seller, the Company, any Affiliate or Representative thereof receives any offer or proposal to enter into discussions or negotiations relating to any of the above, Sellers the Company and Seller will immediately notify Buyer in writing as to the identity of the offeror or the party making any such proposal and the specific terms of such offer or proposal.

Appears in 1 contract

Samples: Equity Purchase Agreement (Sanomedics International Holdings, Inc)

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Negotiations with Others. From and after the date hereof until the Closing, unless and until this Agreement shall have terminated in accordance with its terms, Sellers, jointly and severally, agree that neither Sellers, the Company, any Affiliate of Seller nor any of them, nor any Representative of any of them, the Shareholders will directly or indirectly and shall direct and cause their respective officers, directors, employees, agents, and representatives not to (i) initiate, solicit, intentionally encourage or facilitate, engage in discussions or engage in negotiations with any person (other than Buyer Buyers or any of its their Affiliates) with respect to an Acquisition Proposal; (ii) provide information to any person (other than Buyer, Buyers or any of its Representatives or the Company's their Representatives) in connection with an Acquisition Proposal; (iii) enter into any transaction with any person (other than Buyer Buyers or any of its their Affiliates) with respect to an Acquisition Proposal; or (iv) agree to do any of the foregoing. If any Seller, the Company, any Affiliate or Representative thereof receives any offer or proposal to enter into discussions or negotiations relating to any of the above, Sellers Seller will immediately notify Buyer Buyers in writing as that such offer or proposal was received by Seller, but neither Seller nor the Shareholders are obligated to disclose to Buyers, Parent, or any other person the identity of the offeror or the party making any such proposal and proposal, the specific terms of such offer or proposal, or the content of the discussions or negotiations.

Appears in 1 contract

Samples: Asset Purchase Agreement (Toymax International Inc)

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