No Other Offers. The Seller and its principal shareholders each acknowledges that Company will incur significant expense in connection with its due diligence review and preparation and negotiation of the Purchase Agreement. As a result, upon execution of this letter the Seller and the Principal Shareholder shall terminate any existing discussions or negotiations with, and shall cease to provide information to or otherwise cooperate with, any party other than Company and its representatives with respect to an Stock purchase agreement Transaction (as defined below). In addition, from and after the date hereof, none of the Seller nor any of its shareholders, subsidiaries or affiliates, or any of their respective officers, directors, employees, members, managers, representatives or agents, will directly or indirectly encourage, solicit, initiate, have or continue any discussions or negotiations with or participate in any discussions or negotiations with or provide any information to or otherwise cooperate in any other way with, or enter into any agreement, letter of intent or agreement in principle with, or facilitate or encourage any effort or attempt by any corporation, partnership, Seller, person or other entity or group (other than Company and its shareholders, subsidiaries or affiliates, or any of their respective officers, directors, employees, members, managers, representatives or agents) concerning any merger, joint venture, recapitalization, reorganization, sale of substantial assets, sale of any shares of capital stock, investment or similar transaction involving the Seller or any subsidiary or division of the Seller (each, an "Stock purchase agreement Transaction"). The Seller shall notify Company promptly of any inquiries, proposals or offers made by third parties to the Seller or any of its shareholders, subsidiaries or affiliates, or any of their respective officers, directors, employees, members, managers, representatives or agents with respect to an Stock purchase agreement Transaction and furnish Company the terms thereof (including, without limitation, the type of consideration offered and the identity of the third party). The Seller and the Principal Shareholder shall deal exclusively with Company with respect to any possible Stock purchase agreement Transaction and Company shall have the right to match the terms of any proposed transactions in lieu of such parties.
No Other Offers. From the Effective Date through the Termination Deadline, and thereafter until the Closing Date, Seller shall not solicit or accept any offers, whether or not binding, regarding the Property; provided, however, that the foregoing restriction shall no longer apply upon the termination of this Agreement in accordance with its terms.
No Other Offers. Such Selling Stockholder has not, prior to the execution of this Agreement, offered or sold any Firm Shares by means of any “prospectus” (within the meaning of the Securities Act), or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Firm Shares, in each case other than the Pricing Disclosure Package.
No Other Offers. Upon the signing of this letter, the Seller shall not solicit, encourage or accept proposals from or enter into negotiations with or furnish any nonpublic information to any other person or entity regarding a business combination or the possible sale of the Seller's business, assets or capital stock until (a) the earlier of the Signing Date or the termination of this letter, or (b) the Closing Date if the Acquisition Agreement is executed by the Parties; however, there is nothing herein that shall prevent the Seller's Board of Directors from exercising its fiduciary duty with respect to entertaining unsolicited offers and accepting an offer that it determines is more favorable to the Seller's shareholders than the Acquisition (a "Superior Offer"). The Seller shall notify the Purchaser promptly of any unsolicited proposals by third parties with respect to a business combination with the Seller or the acquisition of all or any portion of the Seller's business, assets or capital stock and furnish the Purchaser the material terms thereof.
No Other Offers. Target shall not, nor shall Target authorize or permit any officer, director, employee or Shareholder of, any investment banker, attorney, accountant or other representative retained by, Target or the Shareholders to, (i) entertain, encourage, solicit or initiate any inquiries or the making of any proposal that may reasonably be expected to lead to any "takeover proposal" or (ii) participate in any discussions or negotiations, or provide third parties with any information, relating to any such inquiry or proposal. Target shall immediately advise Acquirer of any such inquiries or proposals and shall provide Acquirer with the terms of such proposal. As used in this Section 6.03, "takeover proposal" shall mean any proposal outside of the ordinary course of Target's business, for a merger or other business combination involving, directly or indirectly, Target or for the acquisition of a substantial equity interest in Target, or a substantial portion of the assets of Target other than the transactions contemplated hereby, and "substantial equity interest" shall mean any equity ownership representing beneficial ownership of five percent or more of the outstanding capital stock of Target.
No Other Offers. The Companies shall not, nor shall the Companies authorize or permit any officer, director, employee or Shareholder of, any investment banker, attorney, accountant or other representative retained by, the Companies or the Shareholders to, (i) entertain, encourage, solicit or initiate any inquiries or the making of any proposal that constitute, or may reasonably be expected to lead to any "takeover proposal" (defined below) or (ii) engage or participate in any discussions or negotiations, or provide third parties with any information, relating to any such inquiry or proposal or (iii) agree to, enter into, accept, approve or recommend any takeover proposal. The Companies shall promptly advise Acquirer of any such inquiries or proposals and shall provide Acquirer with the terms of such proposal. As used in this Section 6.03, "takeover proposal" shall mean any proposal outside of the ordinary course of the Companies' business, for (i) a merger or other business combination involving, directly or indirectly, PPRX or PRXA or (ii) the acquisition of any equity interest in PPRX or PRXA, or a substantial portion of the assets of PPRX or PRXA other than the transactions contemplated hereby or (iii) any similar transaction which is intended by the Shareholders to prohibit, restrict or delay consummation of the Acquisition or to materially reduce the remaining value of the Companies.
No Other Offers. In order to solicit sales, the Affiliate shall not make promises or issue any warranty either expressed or implied pertaining to the goods or services offered by Xxxxx Software unless authorized in writing by Xxxxx Software to do so.
No Other Offers. Unless otherwise mandated by applicable law, City has not made, and before the Closing Date will not make, any commitments to any governmental authorities, utility company, school board, church or other religious body, or any homeowner or homeowner’s association, or to any other organization, group or individual, relating to the Site which would impose any obligation on the Developer, or its successors or assigns, after the Closing Date to make any contributions of money, dedications of land or grant of easements or rights of way, or to construct, install or maintain any improvements of a public or private nature on or off the Site, without the approval of the Developer. Until the Closing, the City must, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 206.1 not to be true as of the Closing, immediately give written notice of such fact or condition to the Developer. Such exception(s) to a representation cannot be deemed a breach of this Agreement by the City hereunder, but constitutes an exception which the Developer has a right to approve or disapprove. If the Developer elects to close Escrow following disclosure of such information, City’s representations and warranties are deemed to have been made as of the Closing, subject to such exception(s). If, following the disclosure of such information, the Developer elects to not close Escrow, then this Agreement and the Escrow will automatically terminate, and neither party will have any further rights, obligations or liabilities pursuant to this Agreement. The representations and warranties set forth in this Section 206.1 will survive the Closing.
No Other Offers. The Borrowers agree not to repay or repurchase any Second Lien Loans at any time except (i) as contemplated by this Agreement, and (ii) in connection with mandatory prepayments required under the Second Lien Credit Agreement; provided that after the earlier to occur of (x) the Option Period End Date if the Agreed Repayment Transaction is not consummated by such date, and (y) the termination of this Agreement pursuant to Section 9 hereof, voluntary prepayments of Second Lien Loans may be made in accordance with the terms of the Original Second Lien Credit Agreement.
No Other Offers. As a result, upon execution of this agreement the Seller and the Principal Shareholder shall terminate any existing discussions or negotiations with any other parties in relation to purchase acquisition of the Sellers technology license. In addition, from and after the date hereof, none of the Seller nor any of its shareholders, subsidiaries or affiliates, or any of their respective officers, directors, employees, members, managers, representatives or agents, will directly or indirectly encourage, solicit, initiate, have or continue any discussions or negotiations with or participate in any discussions or negotiations with or provide any information to or otherwise cooperate in any other way with, or enter into any agreement, letter of intent or agreement in principle with, or facilitate or encourage any effort or attempt by any corporation, partnership, Seller, person or other entity or group (other than Purchaser and its shareholders, subsidiaries or affiliates, or any of their respective officers, directors, employees, members, managers, representatives or agents) concerning any merger, joint venture, recapitalization, reorganization, sale of substantial assets, sale of any shares of capital stock, investment or similar transaction involving the Seller or any subsidiary or division of the Seller. The Seller shall notify Purchaser promptly of any inquiries, proposals or offers made by third parties to the Seller or any of its shareholders, subsidiaries or affiliates, or any of their respective officers, directors, employees, members, managers, representatives or agents with respect to an Technology License Purchase and furnish the Purchaser the terms thereof (including, without limitation, the type of consideration offered and the identity of the third party).
