No-Shop Agreement. Neither the Company, the Three Controlling Shareholders nor any of their respective affiliates, officers, directors, consultants, related persons, advisors, debt and/or equity holders or agents shall directly and/or indirectly (a) initiate contact with, solicit or encourage any inquiries or proposals by, or (b) enter into any discussions or negotiations with, or disclose directly or indirectly any information concerning its business, prospects, and properties to, or afford any access to its properties, books and records to, any corporation, partnership, person, or other entity or group (other than the Investor and its affiliates, employees, representatives, and agents) regarding a sale of all or a portion of the Company’s securities or a merger, consolidation, or sale of all or a substantial portion of the assets of the Company or any similar transaction until termination of this Agreement pursuant to Section 6.5 hereof.
No-Shop Agreement. Until the earlier of the termination of this Agreement in accordance with Article 8 or the First Closing Date, except as provided by Section 5.4 of the Disclosure Schedule, the Company will not, and will not cause nor permit any of its Affiliates or any of its or their directors, officers, employees, agents or representatives to: (a) negotiate, authorize, recommend, enter into or propose to enter into, with any person other than the Purchaser or persons designated by the Purchaser, any transaction involving (directly or indirectly) an issuance, sale or acquisition of any class or series of securities of the Company (other than employee, director and consultant stock option grants consistent with past custom and practice, Employee Stock Purchase Plan transactions and shares issued upon exercise of (A) warrants in existence as of the date hereof or (B) options granted to employees, directors or consultants of the Company and its Subsidiaries and that are either in existence as of the date hereof or that have been granted consistent with past custom and practice), a sale or lease of material assets by the Company (other than product sales in the ordinary course of business), or any merger, recapitalization, business combination, strategic alliance, joint venture or similar transaction involving the Company (a Competing Transaction), (b) continue to engage in any pending discussions or negotiations with any third party concerning any previously proposed Competing Transaction, (c) knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals, indications of interest or offers in respect of a Competing Transaction, or (d) knowingly furnish or cause to be furnished to any person any information in furtherance of a Competing Transaction. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or the Company’s Board of Directors between the date of this Agreement and prior to the date of the Company Stockholders’ Meeting from (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written proposal for a Competing Transaction; (B) engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written proposal for a Competing Transaction; or (C) withdrawing the Company Board Recommendation or modifying the Company Board Recommendation in a manner adverse to the Purchaser (any such action, a Change in Recommenda...
No-Shop Agreement. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to Section 7.1, the Stockholders (severally but not jointly) and the Company
No-Shop Agreement. Unless and until this Agreement is ------------- ----------------- terminated pursuant to Article XI without the Closing having taken place, Seller, and Shareholders will not directly or indirectly solicit offers for the shares or the assets of Seller or for a merger or consolidation involving Seller, or respond to inquiries from, share information with, negotiate with or in any way facilitate inquiries or offers from, third parties who express or who have heretofore expressed an interest in acquiring Seller by merger, consolidation or other combination or acquiring any of Seller's assets; nor will the Shareholders permit Seller to do any of the foregoing.
No-Shop Agreement. Until the earlier to occur of (i) the Closing or (ii) a valid termination pursuant to Section 6.1 hereof, the effect of which results in the Closing failing to occur, the Company will not, and will not cause nor permit any of its Affiliates or any of its or their officers, directors, stockholders, employees, agents or representatives to, directly or indirectly:
(a) negotiate, authorize, recommend, enter into or propose to enter into, with any Person other than Persons designated by mutual agreement of the Company and the Lead Investor, any transaction involving (directly or indirectly) an issuance, sale or acquisition of any Capital Stock of the Company (other than (i) the issuance of Securities pursuant to the Transaction Documents, (ii) employee, director and consultant stock option grants consistent with past custom and practice and (iii) shares of Common Stock issued upon the exercise of (A) warrants in existence as of the date hereof or (B) stock options granted to employees, directors or consultants of the Company and its Subsidiaries and that are either in existence as of the date hereof or that have been granted consistent with past custom and practice), a sale, lease or other conveyance of a substantial portion of the business or assets of the Company and its Subsidiaries, or any merger, recapitalization, business combination, strategic alliance, joint venture or similar transaction involving the Company (a “Competing Transaction”);
(b) continue to engage in any pending discussions or negotiations with any third party concerning any previously proposed Competing Transaction;
(c) knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals, indications of interest or offers in respect of a Competing Transaction;
(d) knowingly furnish or cause to be furnished to any person any information in furtherance of a Competing Transaction.
No-Shop Agreement. From the date hereof until the Closing or the earlier termination of this Agreement, Seller and Principal shall not, and shall cause its members, managers, officers, directors, employees, affiliates, agents and representatives, including but not limited to investment bankers, financial advisors, attorneys or accountants, not to, directly or indirectly, (i) negotiate, authorize, recommend, enter into or propose to enter into, with any person other than Buyer, any transaction involving (directly or indirectly) an issuance, sale or acquisition of any securities or other ownership interests of Seller, a sale or lease of material assets by Seller (other than the standard perpetual and subscription licensing of portions of Competency Models and other products of Seller in the normal course of Seller’s normal business transactions), or any merger, recapitalization, business combination, strategic alliance, joint venture or similar transaction involving Seller (a “Competing Transaction”); (ii) continue to engage in discussions with any third party concerning any Competing Transaction; (iii) encourage, solicit or initiate discussions, negotiations or submissions of proposals, indications of interest or offers in respect of a Competing Transaction; or (iv) furnish or cause to be furnished to any person any information in furtherance of a Competing Transaction. If Seller or Principal receives any inquiry, proposal, indication or interest or offer with respect to a Competing Transaction, Seller will promptly notify Buyer and provide the terms thereof to Buyer in writing. For the avoidance of doubt, Seller shall be permitted to enter into commercial agreements and alliances where the Competency Models are licensed directly to an end-user customer or delivered through a third party reseller. Seller will discuss potential agreements and alliances with Buyer in advance of making a commitment.
No-Shop Agreement. From the date of this Agreement to the earliest to occur of (a) the date on which this Agreement is terminated, (b) the Closing Date, (c) July 15, 1999, or (d) such date mutually agreed upon by Buyer and Seller, neither Seller, Seller's members, Seller's authorized agents nor any of Seller's affiliates shall, directly or indirectly, solicit, initiate or encourage the submission of inquiries, proposals or offers from any corporation, partnership, person or other entity or a group relating to any acquisition or purchase of the Real Property, or any equity interest in Seller or of all or any portion of the Real Property or any tender or exchange offer, merger, consolidation. business combination, recapitalization, spin-off, liquidation, dissolution or similar transaction involving, directly or indirectly, Seller (each in an "Acquisition Proposal") or accept an Acquisition Proposal (other than an Acquisition Proposal proposed by Buyer). Seller shall immediately notify Buyer of any contact from any person other than Buyer regarding the possible sale or transfer of any interest in Seller or of all or any portion of the Real Property and the identity of the purchaser and the material terms and conditions of any Acquisition Proposal. Seller shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties (other than Buyer) conducted heretofore with respect to any Acquisition Proposal and request that all confidential information furnished on behalf of Seller be returned. Buyer shall have available to it all legal remedies in the event of a breach or violation of this Section 17 by Seller.
No-Shop Agreement. In consideration of this letter and the time and expense to be incurred by XDOGS in conducting its due diligence investigation of bigTime, its operations and assets, bigTime, the Major Stockholders, employees and agents agree not to solicit, negotiate with or provide any information to any other person, firm or entity regarding any acquisition of the assets or capital stock of bigTime or any merger or other business combination involving bigTime or its assets or capital stock. This agreement shall extend through the earlier of (i) the date of execution of the Definitive Agreement, (ii) the date that XDOGS notifies bigTime in writing of XDOGS's intention to abandon the proposed Transaction, or (iii) 90 days from the date of execution of this letter. The parties agree that any breach or threatened breach of the provisions of this Section 8 may be enjoined by a court of competent jurisdiction. bigTime agrees to pay XDOGS a break-up fee of $50,000 if this No-Shop provision if violated. The parties agree that the state and federal courts located in Minneapolis, Minnesota shall have personal and subject matter jurisdiction as to any such injunctive action.
No-Shop Agreement. LUMA agrees that it will not, directly or indirectly, take any action to solicit, initiate, encourage or assist the submission of any proposal, negotiation or offer from any person or entity relating to the acquisition, sale, lease, license of any of the LUMA Leases, or enter into any discussions, negotiations or execute any agreement related to any of the foregoing, and shall notify Peak promptly of any inquiries by any third parties in regards to the foregoing.
No-Shop Agreement. Wike xxxl not, nor will it permit any of its officers, directors, employees, financial advisers, brokers, stockholders or any person acting on its behalf, to consider, solicit or negotiate, or cause to be considered, solicited or negotiated on behalf of Wike xx Stockholder, or provide or cause to be provided information to any third party in connection with, any proposal or offer from a third party with respect to the acquisition of Wike, xx all or substantially all of its assets, until such time as this Agreement has been terminated pursuant to Article 5.14 hereof.
