No Other Bids or Contacts Sample Clauses

No Other Bids or Contacts. From the date of this Agreement until the ------------------------- earlier of the Effective Time and the termination of this Agreement pursuant to Section 9 hereof, the Company will not (nor will the Company permit any of its directors, officers, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants (collectively, the Company's "Representatives") to, directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to the Company in connection with, any inquiry, proposal or offer with respect to any merger, consolidation or other business combination or acquisition (other than the Merger) involving the Company or the acquisition of all or a substantial portion of the assets of, or any securities of, the Company (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring the Company to abandon, terminate or refrain from consummating the Merger; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction.
Sample 1
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No Other Bids or Contacts. Until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 11.1 hereof, neither the Signing Holders nor Jotter will (nor will Jotter permit any of its directors, officers, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and accountants (collectively, Jotter's "Representatives")) to, directly or indirectly, take any of the following actions: (i) solicit, initiate, facilitate or encourage, or furnish information with respect to Jotter or its Subsidiaries in connection with, any inquiry, proposal or offer with respect to any merger, consolidation or other business combination or acquisition involving Jotter or any of its Subsidiaries or the acquisition of all or a substantial portion of the assets of, or any securities, of Jotter or any of its Subsidiaries (an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring Jotter to abandon, terminate or refrain from consummating a transaction with SAFLINK; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Neither Jotter nor any Signing Holder nor any Jotter Representative is engaged, directly or indirectly, in any activities, discussions or negotiations with any person relating to a potential Acquisition Transaction. Each Signing Holder and Jotter shall, and Jotter shall use its best efforts to cause its Representatives to, notify SAFLINK orally and in writing immediately upon receipt of any inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal and stating the terms thereof, and shall provide SAFLINK with (i) copies of all written materials relating thereto and (ii) such other information related thereto as SAFLINK may reasonably request. Jotter will not terminate or amend any agreement, arrangement or understanding to which it is a party, to the extent that it governs the right of another party or such party's affiliates or agents to use or disclose nonpublic information relating to Jotter and Jotter will use its best efforts to enforce such agreements, arrangements and understandings. Unless such terms have bee...
Sample 1
No Other Bids or Contacts. Neither the Signing Holders nor RMT nor any of any of RMT's directors, officers, employees, affiliates or agents (including investment bankers, attorneys and accountants) will, directly or indirectly, take any of the following actions with any person, entity or group other than FIC and Acquisition Corporation without the prior written consent of FIC: (i) solicit, initiate, facilitate or encourage, or furnish information with respect to RMT or access to RMT's books, records, personnel or properties in connection with, any inquiry, proposal or offer with respect to any merger, consolidation or other business combination involving RMT or any of its subsidiaries, liquidation or dissolution of RMT, sale or other disposition of any securities of RMT or of all or a substantial portion of the assets of RMT (each, an "Acquisition Transaction"); (ii) negotiate, discuss, explore or otherwise communicate or cooperate in any way with any person, entity or group other than FIC and Acquisition Corporation with respect to any Acquisition Transaction; or (iii) enter into any agreement, arrangement or understanding with respect to an Acquisition Transaction or requiring RMT to abandon, terminate or refrain from consummating a transaction with FIC or FIC's affiliates. RMT shall (a) promptly advise FIC orally and in writing of any such offer, inquiries or proposals of or contacts with respect to any possible Acquisition Transaction, and (b) not accept (nor shall RMT's Board of Directors or any committee thereof recommend) any such proposal or offer without giving FIC five days' prior written notice of the intention of RMT (or such Board or committee) to take such action.
Sample 1

Related to No Other Bids or Contacts

  • No Other Business The Issuer shall not engage in any business other than financing, purchasing, owning and selling and managing the Mortgage Loans and the issuance of the Notes and Certificates in the manner contemplated by this Indenture and the Basic Documents and all activities incidental thereto.

  • No Other Relationship The Underwriters have been retained solely to act as an underwriter in connection with the sale of Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement or the Prospectus, irrespective of whether any Underwriter has advised or is advising the Company on other matters;

  • No Other Activities The Issuer will not engage in activities other than financing, acquiring, owning and pledging the Trust Property as described in the Transaction Documents and activities incidental to those activities.

  • No Other Contracts Other than this Agreement, there are no contracts, agreements or understandings between the Company or any of its Subsidiaries and any person that would give rise to a valid claim against the Company or any of its Subsidiaries or the Placement Agent for a brokerage commission, finder’s fee or other like payment with respect to the consummation of the transactions contemplated by this Agreement.

  • No Other Presumption For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable Standard of Conduct or that indemnification hereunder is otherwise not permitted.

  • No Other Presumptions For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwise not permitted.

  • No Gifts or Gratuities Party shall not give title or possession of anything of substantial value (including property, currency, travel and/or education programs) to any officer or employee of the State during the term of this Agreement.

  • Nature of the Relationship Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. The Company is agreeing only to provide Client with access to the Program, which provides education and information. The information contained in the Program, including any interactions with the instructors, is not intended as, and shall not be understood or construed as, professional advice.

  • No Other Agreement No employee covered by this Agreement shall be required or permitted to make a written or oral agreement with the Employer or its representatives which may conflict with the terms of this Agreement.

  • No Advisory or Fiduciary Relationship The Company acknowledges and agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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