No Shop Sample Clauses
No Shop. (a) The Company and each Seller shall, and shall cause their respective Representatives to, immediately cease and terminate any discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal, and use commercially reasonable efforts to obtain the return or destruction from all such Persons of all copies of Confidential Information previously provided to such Parties by the Company, the Sellers or their respective Representatives, in accordance with any applicable confidentiality agreement. Neither the Company nor any Seller shall, nor shall it authorize or knowingly permit any of its respective Representatives to, directly or indirectly, (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) the making of any Acquisition Proposal, (ii) other than with Purchaser or its Representatives, enter into, continue, have or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any non-public information in connection with, any Acquisition Proposal, (iii) approve or accept any Acquisition Proposal or (iv) enter into any Contract with respect to any of the actions described in clauses (i) through (iii) of this Section 6.2(a).
(b) The Company and each Seller shall provide, and shall cause their respective Representatives to provide, Purchaser orally and in writing as promptly as practicable (and no later than 72 hours after receipt) notice of any Acquisition Proposal, including the identity of the Person making any Acquisition Proposal and, if in writing, shall provide Purchaser with a copy of such Acquisition Proposal. The Company and each Seller agrees that it will not enter into any confidentiality agreement with any Person subsequent to the date hereof that prohibits such Person from providing such information to Purchaser.
(c) The Company and each Seller agrees not to release any Person from, or to amend or waive any provision of, any confidentiality, standstill or similar Contract to which the Company or such Seller is or becomes a party in connection with an Acquisition Proposal.
(d) The Company and each Seller shall promptly notify their respective Representatives of their obligations under this Section 6.2.
No Shop. None of the STOCKHOLDERS or the COMPANY, nor any agent, officer, director, trustee or any representative of any of the foregoing, will, during the period commencing on the date of this Agreement and ending with the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms, directly or indirectly: (i) solicit or initiate the submission of proposals or offers from any person or entity for, (ii) participate in any discussion pertaining to, or (iii) furnish any information to any person or entity other than HOLDING or its authorized agents relating to, any acquisition or purchase of all or a material amount of the assets of, or any equity interest in, the COMPANY or a merger, consolidation or business combination of the COMPANY.
No Shop. (a) Except as otherwise contemplated herein, in consideration for the Purchaser committing resources and incurring legal and other expenses in connection with this Agreement, the Company shall not and shall procure that no Company Subsidiary, nor shall any of the Company's or any Company Subsidiary's directors, officers, advisers, employees or agents, directly or indirectly, solicit, initiate, discuss or facilitate the consideration of any proposal, offer or approach from any Person other than the Purchaser or provide any information relating to the sale and purchase of or enter into any transaction or a series of transactions in connection with (a) the issuance, sale or transfer to any Person or grant to any Person of a right to acquire any shares of capital stock or options, warrants or similar instrument or any other security convertible or exchangeable for shares of capital stock of the Company or any Company Subsidiary (other than (i) through exercise of any options outstanding on the date hereof and other than issuance of options to the employees or directors of the Company and the Company Subsidiaries pursuant to Benefit Plans existing on the date hereof, or (ii) on conversion of Series A Preferred Stock or the Convertible Debentures), (b) an acquisition (either in an asset or stock purchase transaction) of Core Business Assets, (c) a sale or transfer (either in an asset or stock purchase transaction) of any of the Company's Core Business Assets or (d) sale of (or an agreement to sell) the Company or any Company Subsidiary, or any merger, consolidation or combination of the Company or any Company Subsidiary with another entity ("Third Party Acquisition").
(b) The Company shall promptly (and in any event within one Business Day after becoming aware thereof) (i) notify the Purchaser in the event the Company or any Company Subsidiary or any of their respective Affiliates, officers, directors, employees and agents receives any proposal or inquiry concerning a Third Party Acquisition, including the terms and conditions thereof and the identity of the party submitting such proposal, and any request for confidential information in connection with a potential Third Party Acquisition, (ii) provide a copy of any written agreements, proposals or other materials the Company receives from any such Person or group (or its representatives) and (iii) advise the Purchaser from time to time of the status, at any time upon the Purchaser's request, and promptly followi...
No Shop. None of the Stockholders, the Company, nor any agent, officer, director, trustee or any representative of any of the foregoing will, during the period commencing on the date of this Agreement and ending with the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms, directly or indirectly:
(i) solicit or initiate the submission of proposals or offers from any person for,
(ii) participate in any discussions pertaining to, or
(iii) furnish any information to any person other than AmPaM or its authorized agents relating to, any acquisition or purchase of all or a material amount of the assets of, or any equity interest in, the Company or a merger, consolidation or business combination of the Company.
No Shop. None of the Stockholders, the Company, nor any agent, officer, director, trustee or any representative of any of the foregoing will, during the period commencing on the date of this Agreement and ending with the earlier to occur of the Funding and Consummation Date or the termination of this Agreement in accordance with its terms, directly or indirectly:
(i) solicit or initiate the submission of proposals or offers from any person for,
(ii) participate in any discussions pertaining to, or
(iii) furnish any information to any person other than TCI, the Other Founding Companies (to the extent necessary or appropriate in connection with the transactions contemplated hereby) or their respective authorized agents relating to, any acquisition or purchase of all or a material amount of the assets of, or any equity interest in, the Company or a merger, consolidation or business combination of the Company.
No Shop. From and after the date of this Agreement until the Closing, none of SHUSA, the Company or their respective Representatives shall, and they shall use their reasonable best efforts to cause their Affiliates not to, (i) initiate, solicit or encourage any inquiries, proposals or offers with respect to an Acquisition Proposal (as defined below), (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information to any person relating to, an Acquisition Proposal, or (iii) enter into, approve or recommend, or propose to enter into, approve or recommend, any Acquisition Proposal or any letter of intent, memorandum of understanding, or other agreement relating to an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” means (a) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction, involving the Company or any of the Company Subsidiaries and (b) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in, any person becoming the beneficial owner, directly or indirectly, more than 10% of any class of equity securities of the Company or any of the Company Subsidiaries, any of the consolidated total assets of the Company, in each case, other than the transactions contemplated by this Agreement. The Company shall notify the Acquirer orally and in writing promptly (but in no event later than two business days) after receipt by the Company or any of its Representatives of any proposal or offer from any person other than the Acquirer regarding an Acquisition Proposal or any request for non-public information by any person other than the Acquirer contemplated by this Agreement in connection with an Acquisition Proposal.
No Shop. 30 7.5 Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 7.6
No Shop. Neither the Shareholder, the Seller, nor any agent, employee, officer, director, trusteeor any representative of any of the foregoing will, during the period commencing on the date of this Agreement and ending with the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms, directly or indirectly, solicit or initiate the submission of proposals or offers from any person or entity for, participate in any discussions pertaining to, or furnish any information to any person or entity other than the Purchaser or the Purchaser’s authorized agent, relating to any acquisition or purchase of all or a material amount of the assets of,or any equity interest in, the Seller or any merger, consolidation or business combination of or involving the Seller.
No Shop. None of the Stockholders, the Company, nor any agent, officer, director, trustee or any representative of any of the foregoing will, during the period commencing on the date of this Agreement and ending with the earlier to occur of the Consummation Date or the termination of this Agreement in accordance with its terms, directly or indirectly:
(i) solicit or initiate the submission of proposals or offers from any person for,
(ii) participate in any discussions pertaining to, or
(iii) furnish any information to any person other than IES or its authorized agents relating to, any acquisition or purchase of all or a material amount of the assets of, or any equity interest in, the Company or a merger, consolidation or business combination of the Company.
No Shop. From the date of this Agreement until the earlier of (i) the Closing Date, or (ii) the termination of this Agreement, the Company shall not, and the Company shall cause the Company's shareholders, officers, directors, employees and other agents not to, directly or indirectly, take any action to solicit, initiate or encourage any offer or proposal or indication of interest in a merger, consolidation or other business combination involving any equity interest in, or a substantial portion of the assets of the Company, other than in connection with the transactions contemplated by this Agreement. The Company shall immediately advise the Buyer of the terms of any offer, proposal or indication of interest that it receives or otherwise becomes aware of.