Negotiations with Third Parties. Neither the Sponsor nor any of its representatives, agents or Affiliates shall solicit offers from, or negotiate or enter into any agreement with, any Third Party for the Sale of any ROFO Asset (or any portion thereof) during the Negotiation Period, and, should the Parties agree on definitive terms during such Negotiation Period, prior to the consummation of such proposed Sale. The Operating Company agrees and acknowledges that during the Third Party Sale Period for any ROFO Asset and the applicable proposed Sale: (a) the Sponsor shall have the absolute right to solicit offers from, negotiate with, and enter into agreements with, any Third Party for the Sale of such ROFO Asset, on terms in all material respects no less favorable to the Sponsor than those offered to the Operating Company, and (b) the Sponsor shall have no further obligation to negotiate with the Operating Company regarding, or offer the Operating Company the opportunity to acquire any interest in, such ROFO Asset; provided, that the price received by the Sponsor as consideration for the Sale of any ROFO Asset to a Third Party shall be no less than the price offered to the Operating Company in the Transaction Notice for the proposed Sale of such ROFO Asset; provided, further, that following any Third Party Sale Period for any ROFO Asset during which no Sale to a Third Party has occurred, the Sponsor shall comply with Section 2.1 (including by delivering a Transaction Notice and negotiating during the Negotiation Period) prior to any Sale of such ROFO Asset to a Third Party (or any entry into any agreement in writing to undertake such Sale).
Negotiations with Third Parties. Neither Abengoa nor any of its representatives, agents or Affiliates (excluding Yield and its direct or indirect subsidiaries, which subsidiaries shall not include any Abengoa ROFO Asset prior to the acquisition thereof by Yield or any of its Affiliates in accordance with the terms and conditions of this Agreement) shall solicit offers from, or negotiate or enter into any agreement with, any Third Party for the Transfer of any Abengoa ROFO Asset (or any portion thereof) until the expiration of the Negotiation Period related to such Abengoa ROFO Asset and the proposed Transfer (the “ROFO Termination Date”). Yield agrees and acknowledges that, if no agreement has been reached between Abengoa and Yield, from and after the ROFO Termination Date for any Abengoa ROFO Asset and the applicable proposed Transfer, during a period of eighteen (18) months: (a) Abengoa shall have the absolute right to solicit offers from, negotiate with, and enter into agreements with, any Third Party to Transfer such Abengoa ROFO Asset, as long as such is on terms generally no less favorable to Abengoa than those offered to Yield pursuant to the Transaction Notice, and (b) Abengoa shall have no further obligation to negotiate with Yield regarding, or offer Yield the opportunity to acquire any interest in, such Abengoa ROFO Asset; provided, that the final terms of the Transfer of any Abengoa ROFO Asset to any Third Party be on terms generally no less favorable to Abengoa than those offered to Yield pursuant to the Transaction Notice.
Negotiations with Third Parties. Seller shall not, before Closing or the termination of this Agreement, enter into discussions with respect to any sale or offer of the Station, any Station Assets or any stock of Seller to any third party, nor shall Seller offer the Station, any Station Assets or any stock of Seller to any third party.
Negotiations with Third Parties. Until this Agreement is terminated pursuant to its provisions, WGP will not, directly or indirectly, negotiate with any third party with respect to obtaining financing to acquire the Property or construct and equip a marijuana cultivation and growing facility. For purposes of the foregoing, financing includes any type of debt or equity financing, or financing obtained from a joint venture or other enterprise.
Negotiations with Third Parties. In consideration of the undertakings by the parties of the substantial legal, accounting and other expenses incident to the parties proceeding toward the closing of the transaction contemplated hereby the parties agree that, through the earlier of May 15, 1999 or the Closing Date, neither party will enter into or pursue any arrangements or negotiations with any other party relative to (i) the merger of TNCI into any other party or any purchase or sale of substantially all of the assets or control relative to any extraordinary transaction, in the case of TNCI, without the consent of IFT, and (ii) the acquisition by IFT of all or substantially all of the assets, or the voting control, of a company whose business is related to or in competition with the business conducted by TNCI, without the consent of TNCI.
Negotiations with Third Parties. Except in connection with the transactions contemplated by this Agreement and the Berkshire/Greenbriar Purchase Agreement and subject to Section 6.6, the Company is not as of the date hereof, and since November 8, 2002, has not been, directly or indirectly, negotiating, seeking to negotiate or otherwise engaging in discussions with any Person (other than with respect to the restructuring transactions set forth in Section 6.1 of the Company's Disclosure Schedule) relating to (a) an acquisition of greater than 20% of the Common Stock, (b) a tender or exchange offer for the Common Stock, (c) a merger, consolidation or other business combination involving the Company or any of its material Subsidiaries, or (d) an offer to acquire in any manner a greater than 20% equity interest in the Company, or more than 20% of the assets of the Company and its Subsidiaries, taken as a whole.
Negotiations with Third Parties. Except in connection with the transactions contemplated by the Stock Purchase Transaction Documents, the Company is not currently, and since September 24, 2000 has not been, directly or indirectly, negotiating, seeking to negotiate or otherwise engaging in discussions with any Person relating to (a) an acquisition of greater than 20% of the Common Stock (including the Shares), (b) a tender or exchange offer, (c) a merger, consolidation or other business combination involving the Company or any of its Subsidiaries, or (d) an offer to acquire in any manner a greater than 20% equity interest in the Company, or more than 20% of the assets of the Company and its Subsidiaries taken as a whole.
Negotiations with Third Parties. Neither SunEdison nor any of its representatives, agents or Affiliates (excluding Terra and its direct or indirect subsidiaries, which subsidiaries shall not include any ROFO Asset prior to the acquisition thereof by Terra or any of its Affiliates in accordance with the terms and conditions of this Agreement) shall solicit offers from, negotiate with or enter into any agreement with any Third Party for the Transfer of any ROFO Asset (or any portion thereof) until the expiration of the Negotiation Period related to such ROFO Asset and the proposed Transfer (the “ROFO Termination Date”);. Terra agrees and acknowledges that from and after the ROFO Termination Date for any ROFO Asset and the applicable proposed Transfer: (a) SunEdison shall have the absolute right to solicit offers from, negotiate with or enter into agreements with any Third Party to Transfer such ROFO Asset, on terms generally no less favorable to SunEdison than those offered to Terra pursuant to the Transaction Notice, and (b) SunEdison shall have no further obligation to negotiate with Terra regarding, or offer Terra the opportunity to acquire any interest in, such ROFO Asset; provided, that the final terms of the Transfer of any ROFO Asset to any Third Party be on terms generally no less favorable to SunEdison than those offered to Terra pursuant to the Transaction Notice.
Negotiations with Third Parties. The parties have incurred and will incur by the nature of the negotiations and investigations regarding this Agreement and the Memorandum of Agreement substantial expenses with respect to the subject matter of this Agreement. Accordingly, Texaco, GOC and GRMC represent and warrant to Buyer that they have ceased, and agree that they will not commence, negotiating with other third parties for the sale of any or all of the Operation. Texaco, GOC and GRMC further agree not to solicit any inquiries or proposals from, or to negotiate with, or provide any information to, any other person, firm or corporation relating to the sale of any or all of the Operation.
Negotiations with Third Parties. Neither Brookfield nor any of its representatives, agents or members of the Brookfield Group shall solicit offers from, negotiate with or enter into any agreement with any Third Party for the Transfer of any ROFO Asset (or any portion thereof) until receipt of the Transaction Notice Response from TERP (or such time as the Transaction Notice Response should have been received in accordance with the timeframe required in Section 3.2). TERP agrees and acknowledges that from and after the time that the Transaction Notice Response is received (or should have been received in accordance with the timeframe required in Section 3.2) by Brookfield, (i) Brookfield and its Affiliates shall have the absolute right to solicit offers from, negotiate with (on an exclusive or non-exclusive basis) or enter into agreements with any Third Party to Transfer such ROFO Asset, and (ii) Brookfield shall have no obligation to negotiate with TERP regarding, or offer TERP the opportunity to acquire any interest in, such ROFO Asset; provided that the final terms of the Transfer of any ROFO Asset to any Third Party be on pricing terms more favorable to Brookfield than those offered by TERP (if any) in its Transaction Notice Response.
