No Negotiation with Third Parties. From the date hereof until the earlier of the Closing Date or the date on which this Agreement is terminated, none of the Sellers or any of their Affiliates, stockholders, directors, employees, agents or representatives shall, directly or indirectly, encourage, solicit or engage in any discussions or negotiations with, or provide any information to, any Person concerning the possible acquisition by such third party of all or any part of the Business or the Purchased Assets other than as contemplated or permitted by this Agreement.
No Negotiation with Third Parties. (a) From and after the Agreement Date until the Closing or termination of this Agreement in accordance with Article 11, Seller and the Principal Shareholders will not, nor will they authorize or permit any of Seller’s officers, affiliates, or Employees or any investment banker, attorney or other advisor or representative retained by Seller or the Principal Shareholders (all of the foregoing collectively being the “Company Representatives”) to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (as hereinafter defined), (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other contract, agreement or understanding contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Seller. Seller will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date hereof with respect to any Acquisition Proposal. If any Company Representative, in his or her capacity as such or under the direction or authorization of Seller, takes any action that Seller is obligated pursuant to this Section 7.04 to cause such Company Representative not to take, then Seller shall be deemed for all purposes of this Agreement to have breached this Section 7.04. Each of the Parties acknowledge that this Section 7.04 was a significant inducement for Buyer to enter into this Agreement and the absence of such provision would have resulted in either (i) a material reduction in the Purchase Price, or (ii) a failure to induce Buyer to enter into this Agreement.
No Negotiation with Third Parties. In consideration of the substantial expenditure of time, effort and expense undertaken by Buyer in connection with its due diligence review and the preparation and execution of this Agreement, Seller agrees that neither it nor any of its Affiliates, officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by any of them) will, directly or indirectly: (a) initiate, solicit, encourage, entertain or engage in any discussion, negotiation, agreement or understanding, or approve or enter into any agreement, with respect to any acquisition, merger, consolidation, recapitalization, restructuring or similar transaction involving the Business or the Purchased Assets during the period commencing the date hereof and ending on the earlier of the Closing Date or the date this Agreement is terminated pursuant to Article XI; or (b) disclose any information relating to Buyer, the Business or the Purchased Assets, or afford access to the properties, books or records of the Business, to any Person (other than Buyer), in each case except as contemplated by this Agreement. Seller shall immediately notify Buyer in writing upon receipt of any indication of interest in writing by any third party with respect to any of the transactions described in this paragraph.
No Negotiation with Third Parties. From the date hereof until the earlier of the Closing Date or the date on which this Agreement is terminated, Seller agrees that neither Seller, nor the Company or any of their Affiliates, agents or representatives shall, directly or indirectly, encourage, solicit or engage in any discussions or negotiations with, or provide any information to, any Person concerning the possible acquisition by such third party of the Company or any assets or business of the Company other than as contemplated or permitted by this Agreement.
No Negotiation with Third Parties. From the date hereof until the earlier of the Closing Date or the date on which this Agreement is terminated, the Seller Parties and their Affiliates, agents or representatives shall not, directly or indirectly, encourage, solicit or engage in any discussions or negotiations with, provide any information to, or approve any transaction with, any Person concerning the possible purchase or sale of all or any part of the Business or the Purchased Assets or the merger, consolidation or sale of capital stock or other securities of any Seller or other similar transaction involving any Seller, other than as permitted by this Agreement. The Seller Parties shall promptly notify Buyer of any contact by any Person with respect to any such possible transaction.
No Negotiation with Third Parties. The Seller shall not, directly or indirectly, and the Seller shall cause its officers, directors, employees, accountants, counsel, consultants, advisors, agents and its Principal Stockholders (collectively, "Representatives") not to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing nonpublic information), any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any acquisition of the Purchased Assets, whether by way of asset purchase, stock purchase, merger or otherwise (a "Competing Transaction"), or enter into or maintain or continue discussions or negotiate with any person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of the Seller's Representatives or Subsidiaries, or any Representative retained by any of the Seller's Subsidiaries, to take any such action. The Seller shall immediately cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. The Seller shall, and shall use its best efforts to cause its Representatives to, notify the Buyer orally and in writing promptly upon receipt of any inquiry, offer or proposal with respect to a Competing Transaction, including the identity of the party making such inquiry, offer or proposal and stating the terms thereof. The Seller shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party.
No Negotiation with Third Parties. From the date hereof until the earlier of the Closing Date or the date on which this Agreement is terminated, Seller shall not, and shall not knowingly permit any of its Affiliates, agents or representatives to, directly or indirectly, encourage, solicit or engage in any discussions or negotiations with, or provide any information to, any Person (other than Buyer Representative, Buyers or any of their Affiliates) concerning the possible acquisition by such third party of all or any part of the Business, the Purchased Assets, the assets of the French Subsidiary or the Purchased Shares, other than as expressly contemplated or permitted by the Operative Documents. Seller shall promptly notify Buyer Representative of any contact by any Person with respect to any such possible acquisition after the date hereof and prior to the Closing.
No Negotiation with Third Parties. From the date hereof until the Closing, Seller and Foster agree not to, directly or indirectly, through agent, repxxxxxxative, stockholder or otherwise: (i) solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider, any proposal of any third party relating to an investment in Seller or the acquisition of Seller, its capital stock, its assets (or rights thereto) or its business, in whole or in part, whether through direct purchase, merger, consolidation or business combination or licensing transaction (all such transactions being referred to herein as "Acquisition Proposals"); (ii) disclose to any third party any non-published information concerning Seller, its business, or financial condition in connection with an acquisition or investment in Seller, provided, however; Seller may disclose such information to its accountants and legal counsel, or (iii) withdraw their intention to engage in a transaction with Buyer. If Seller or Foster or any of Seller's employees, stockholders, agents, or rxxxxxxntatives receive any unsolicited inquiry (however preliminary), offer or proposal, Seller or Foster shall promptly notify Buyer.
No Negotiation with Third Parties. From the date hereof until the Closing Date, the Sellers, Principal and their respective Affiliates, agents or representatives shall not, directly or indirectly, encourage, solicit or engage in any discussions or negotiations with, provide any
No Negotiation with Third Parties. For a period of sixty (60) days after the Effective Date of this Agreement (the "No Shop Period"), Seller and the Company agree that neither Seller, the Company nor any of Seller's or the Company's agents or representatives shall, directly or indirectly, take any action to encourage, solicit, initiate, engage or otherwise facilitate the submission by a third party of, or negotiate or enter into any agreement with a third party with respect to, a proposal (an "Acquisition Proposal") to acquire, directly or indirectly, any of the Company Assets or the capital stock of the Company (excluding sales of inventory in the ordinary course of business). Upon receipt of any Acquisition Proposal, the Company will promptly advise the Buyer of such and provide the Buyer with copies of all materials received from third parties related thereto. If (i) the Seller or Company breaches the "No Shop" provision provided in this Section 9.1(d) or (ii) it is discovered through subsequent investigation by Buyer or its representative that either written or verbal communications took place during the No Shop Period between the Seller, the Company or any of Seller's or the Company's agents or representatives acting with the Seller's or the Company's authority and instruction, and another party relating to a proposed transaction between the Seller and that party, and such transaction is ultimately consummated, then immediately upon the closing of such transaction or after discovery of such a violation, the Corporation will pay to buyer or its representative all of the reasonable out-of-pocket expenses incurred in connection with this Agreement, including the fees and expenses of counsel, the total sum of which shall not exceed $100,000. This amount will serve as the exclusive and sole remedy to Buyer under this Agreement in the event of a breach by the Seller or the Company of this Section 9.1(d) of this Agreement.
