No Further Negotiations. 23 Access....................................................... 23
No Further Negotiations. Until the Closing Date, or the earlier termination of this Agreement, Attest and Shareholders will not (i) sell, offer to sell or solicit offers to purchase any of the assets of Attest (other than sales of the products of Attest in the ordinary course of business); or (ii) sell, offer to sell or exchange or solicit offers to purchase or exchange, any capital stock of Attest, from any other party (other than Zycad), or enter into any merger, consolidation, liquidation or similar transaction involving Attest and any other party (other than Zycad), and Attest and the Shareholders will not provide confidential, technical or other information to any person (other than Zycad) in connection with any such proposed purchase or transaction.
No Further Negotiations. Z-Spanish and the undersigned stockholder of ----------------------- Z-Spanish understand and acknowledge that following the mutual execution of this Letter of Intent, Entravision will incur significant expenses in connection with its review and investigation of Z-Spanish. Accordingly, Z-Spanish and the undersigned stockholder of Z-Spanish agree that during the Due Diligence Period, Z-Spanish and the undersigned stockholder will not, nor will it permit any affiliate, officer, director, stockholder, employee, attorney, accountant, financial adviser or other representative of Z-Spanish to negotiate with, solicit or participate in negotiations with any third party other than Entravision with respect to the sale of the Shares, the Xxxxxx X. Xxxxxxxx ZHGMPF Draft February 24, 2000 Xxxxxx X. Xxxxxx July 23, 2000 Page 4 sale of any assets of the Radio Stations and Outdoor Business (other than in the ordinary course), the sale of any ownership interests in Z-Spanish or any similar transaction. Similarly, from the date of execution of this Letter of Intent through the expiration of the Due Diligence Period, Entravision agrees to not take any material action inconsistent with the Transaction as contemplated pursuant to the Memorandum of Terms, including any action which would materially delay the consummation of the Transaction. Notwithstanding the foregoing, Entravision acknowledges and agrees that during the Due Diligence Period Z- Spanish may continue to prepare an S-1 Registration Statement in connection with a proposed initial public offering ("IPO") of Z-Spanish; provided, however, that (i) such activities will not delay the best efforts of Z-Spanish and its representatives to complete the due diligence and negotiations necessary to pursue in good faith consummation of a Definitive Agreement with Entravision as contemplated hereby and (ii) all work product associated with Z-Spanish's registration activities shall be made available to Entravision in connection with its due diligence and for purposes of integrating the same into a draft registration statement to be prepared by Entravision in connection with its IPO.
No Further Negotiations. Until the Closing Date, or the earlier termination of this Agreement, Zycad will not sell, offer to sell or solicit offers to purchase any of The Zycad Shares of QSS.
No Further Negotiations. 29 3.2.15 Access......................................................29 3.2.16 Customer and Account Relations..............................29 3.2.17
No Further Negotiations. Until the Closing Date, Seller agrees not to, directly or indirectly, negotiate with any other Person or entity with respect to the purchase of all or a portion of the Business, its Assets or to transfer, mortgage or encumber or otherwise deal with any of the Assets except other than in the ordinary course of business in a manner consistent with past practice. Seller shall not provide any confidential information concerning the Business or the Assets to any third party other than in the ordinary course of business, and then only pursuant to a confidentiality, non-disclosure, non-use agreement in a form acceptable in substance to Buyer.
No Further Negotiations. (a) During the Interim Period, each Seller will not, and will not permit any of the partners, members, shareholders, owners, officers, directors, managers, employees, agents or representatives of such Seller or its affiliates to, directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired entity, any transaction involving a merger, consolidation, business combination, purchase or disposition of any of the Assets or any equity interests of such Seller or any of its affiliates other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any person, any information concerning the business, operations, properties or assets of such Seller or its affiliates in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing.
(b) Each Seller shall notify Buyer promptly (but in no event later than 24 hours) after receipt of any proposal or offer from any person other than Buyer to effect an Acquisition Transaction or any request for non-public information relating to such Seller or any of its affiliates or for access to the properties, books or records of such Seller or any affiliate by any person other than Buyer. Such notice shall indicate the identity of the person making the proposal or offer, or intending to make a proposal or offer or requesting non-public information or access to the books and records of such Seller, the material terms of any such proposal or offer, or modification or amendment to such proposal or offer and copies of any written proposals or offers or amendments or supplements thereto. Each Seller shall keep Buyer informed, on a current basis, of any material changes in the status and any material changes or modifications in the material terms of any such proposal, offer, indication or request.
(c) Each Seller shall (and shall cause the partners, members, shareholders, owners, officers, directors, managers, employees, agents and representatives of such Seller and its affiliates to) immediately cease and cause to be terminated any existing discussions or negoti...
No Further Negotiations. Unless this Agreement is closed or sooner terminated, from the date of this Agreement until 5:00 p.m., Central Standard Time, on July 31, 1996, the Stockholders and GIC will not, directly or indirectly, whether through any of GIC's officers, directors, employees, or shareholders, or through any of their or GIC's affiliates, representatives, agents or otherwise, encourage or solicit any inquiries or proposals by or engage in any discussions or negotiations with, or furnish any non-public information to any person concerning, or cause any other merger, consolidation, asset acquisition, disposition or tender offer involving GIC, and the Stockholders will promptly communicate to First Sierra the substance of any inquiry or proposal concerning any such transaction which may be received.
