No-Shop Clause. Except for the sale of inventory and other assets in the ordinary course, Sellers agrees that, from and after the date of the execution and delivery of this Agreement by Sellers until the termination of this Agreement, Sellers will not, without the prior written consent of Buyer or except as otherwise permitted by this Agreement: (i) offer for sale or lease all or any portion of the Assets or any ownership interest in any entity owning any of the Assets, (ii) solicit offers to buy all or any portion of the Assets or any ownership interest in any entity owning any of the Assets, (iii) initiate, encourage or provide any material documents or information to any third party in connection with, negotiate with any person regarding any inquires, proposals or offers relating to any disposition of all or any portion of the Assets or a merger or consolidation of any entity owning any of the Assets, or (iv) enter into any agreement or discussions with any party (other than Buyer) with respect to the sale, assignment, or other disposition of all or any portion of the Assets or any ownership interest in any entity owning any of the Assets or with respect to a merger or consolidation of any entity owning any of the Assets. Sellers will promptly communicate to Buyer the substance of any proposal concerning any such transaction.
No-Shop Clause. From and after the date of the execution and delivery of this Agreement until the termination of this Agreement (unless the Closing Date is extended beyond such date by the parties), Sellers agree to not, without the prior written consent of Buyer: (i) offer for sale any material portion of the Business or Purchased Assets; (ii) solicit offers to buy all or any material portion of the Business or Purchased Assets; (iii) hold discussions with any party (other than Buyers) looking toward such an offer or solicitation or looking toward a merger or consolidation with Sellers; or (iv) enter into any agreement with any party (other than Buyers) with respect to the sale or other disposition of any material portion of the Business or Purchased Assets.
No-Shop Clause. From and after the date of the execution and delivery of this Agreement by MedCath Party until the earlier of Closing or the termination of this Agreement, MedCath Party shall not (and will not permit any Affiliate or any other Person acting for or on behalf of MedCath Party or any of its Affiliates), without the prior written consent of St. David’s (i) offer for lease or sale its assets (or any material portion thereof) or any ownership interest in any entity owning any of the MedCath Party Assets; (ii) solicit offers to lease or buy all or any material portion of its assets or any ownership interest in any entity owning any of the MedCath Party Assets; (iii) hold discussions with any party (other than St. David’s) looking toward such an offer or solicitation or looking toward a merger or consolidation of any entity owning any of the MedCath Party Assets; (iv) enter into any agreement with any party (other than St. David’s) with respect to the lease, sale or other disposition of its assets (or any material portion thereof) or any ownership interest in any entity owning any of the MedCath Party Assets or with respect to any merger, consolidation or similar transaction involving any entity owning any of the MedCath Party Assets; or (v) furnish or cause to be furnished any information with respect to MedCath Party or its assets to any Person that MedCath Party or such Affiliate or any such Person acting for or on their behalf knows or has reason to believe is in the process of considering any such acquisition, merger, consolidation, combination or reorganization, provided the foregoing shall not prevent MedCath Corporation from including any information it deems required by Law in any of its filings with the Securities and Exchange Commission. If either MedCath Party or any such Affiliate or any such Person acting for or on its behalf receives from any Person (other than from St. David’s or a representative thereof) any offer, inquiry or informational request referred to above, MedCath Party will promptly notify St. David’s of the existence of such written inquiry or proposal. Nothing in this Section 7.8, however, shall apply to or otherwise restrict any transaction involving a sale of equity, merger, combination, a sale of all or substantially all of its assets or similar transaction involving MedCath Corporation and any other Person.
No-Shop Clause. From and after the date of the execution and delivery of this Agreement by Seller until the earlier of Closing or the termination of this Agreement, neither Seller nor Xxxxx shall (and will not permit any Affiliate (including officers or directors of MC or MedCath) or any other Person acting for or on behalf of Seller or Xxxxx or any of its Affiliates to), without the prior written consent of Buyer (i) offer for lease or sale the Company’s material assets (or any material portion thereof) or any ownership interest in any entity owning any of the Company’s material assets or any interest in the Xxxxx Obligations; (ii) solicit offers to lease or buy all or any material portion of the Company’s assets or any ownership interest in any entity owning any of the Company’s material assets or any interest in the Xxxxx Obligations; (iii) hold discussions with any party (other than Buyer) looking toward such an offer or solicitation or looking toward a merger or consolidation of the Company or sale or assignment of the Xxxxx Obligations; (iv) enter into any agreement with any party (other than Buyer) with respect to the lease, sale or other disposition of the Company’s material assets (or any material portion thereof) or any ownership interest in the Company or with respect to any merger, consolidation or similar transaction involving the Company or any interest in the Xxxxx Obligations; or (v) furnish or cause to be furnished any information with respect to the Company or its assets to any Person that Seller or such Affiliate (including officers or directors of MC or MedCath) or any such Person acting for or on their behalf knows or has reason to believe is in the process of considering any such acquisition, merger, consolidation, combination or reorganization, provided the foregoing shall not prevent MC or Persons acting for or on its behalf from including any information it deems required by Law in any of its filings with the Securities and Exchange Commission. Seller shall promptly notify Buyer if any such discussions described above occur. Nothing in this Section 8.5, however, shall apply to or otherwise restrict any actions, negotiations or agreements in respect of any transaction involving a sale of equity, merger, combination, a sale of all or substantially all of its assets or similar transaction involving MC or its Affiliates and any other Person so long as such transaction not relate to the Hospital or its assets.
No-Shop Clause. Sellers shall not, and shall direct and use their collective best efforts to cause their respective officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant retained by Sellers) not to: (i) offer for sale or lease all or any portion of the Assets, other than in the ordinary course of business, or any ownership interest in any entity owning any of the Assets, (ii) solicit offers to buy all or any portion of the Assets, other than in the ordinary course of business, or any ownership interest in any entity owning any of the Assets, (iii) initiate, encourage or provide any documents or information to any third party in connection with, discuss or negotiate with any person regarding any inquires, proposals or offers relating to any disposition of all or any portion of the Assets, other than in the ordinary course of business, or a merger or consolidation of any entity owning any of the Assets, or (iv) enter into any agreement or discussions with any party (other than Buyer) with respect to the sale, assignment, or other disposition of all or any portion of the Assets, other than in the ordinary course of business, or any ownership interest in any entity owning any of the Assets or with respect to a merger or consolidation of any entity owning any of the Assets.
No-Shop Clause. (a) From and after the date of the execution and delivery of this Agreement by Target until the termination of this Agreement or the consummation of the Transaction, the Target Group will not, without the prior written consent of Acquiror or except as otherwise permitted by this Agreement directly or indirectly: (i) sell, assign, lease, pledge or otherwise transfer or dispose of, directly or indirectly, all or any portion of the Target Properties or Target Properties Leases, or any material portion or amount of equity securities of Target, whether through merger, consolidation, business combination, asset sale, share exchange or otherwise (and including in connection with an offer for all or a material portion of Target’s stock or assets) (each of such actions being an “Acquisition Proposal”); (ii) solicit offers for, offer up or seek any Acquisition Proposal; (iii) initiate, encourage or provide any documents or information to any third party in connection with, discuss or negotiate with any person regarding any inquires, proposals or offers relating to any Acquisition Proposal; or (iv) enter into any agreement or discussions with any party (other than Acquiror) with respect to any Acquisition Proposal.
(b) Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in Section 7.04(a) by any of the Target Group’s employees, investment bankers, attorneys, accountants and other advisors or representatives (such employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”), shall be a breach of Section 7.04(a) by Target. Upon execution of this Agreement, Target has caused the Target Group and its Representatives to, cease immediately and caused to be terminated any and all existing discussions or negotiations with any Persons conducted heretofore with respect to an Acquisition Proposal.
(c) Target shall, as promptly as practicable (and in no event later than 24 hours after receipt thereof), advise Acquiror of any inquiry received by the Target Group relating to any potential Acquisition Proposal and of the material terms of any proposal or inquiry, including the identity of the Person and its Affiliates making the same, that it may receive in respect of any such potential Acquisition Proposal, or of any information requested from it or of any negotiations or discussions being sought to be initiated with it, shall furnish to Acquiror a copy of any such proposal o...
No-Shop Clause. Buyer shall not from and after the date hereof cause any person or entity not to, directly or indirectly, through any director, officer, employee, agent or other adviser or representative acting in such capacity or as an individual (each, a “Representative”) or otherwise (a) solicit, initiate or entertain offers from, negotiate with or in any manner encourage or facilitate, discuss, except or consider any proposal from any other person or entities relating to the subject matter of this LOI, in whole or in part, or by means or (b) participate in any negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any person or entity to do or seek any of the foregoing. Buyer shall immediately cease and cause to be terminated all existing agreements, arrangements, discussions or negotiations with any persons or entities previously with respect to any of the foregoing. Buyer shall notify Seller promptly if any such proposal or offer, or any inquiry or contact with any person with respect thereto or the subject matter of this LOI, and shall, in any such notice to Seller, indicate in reasonable detail the identity of the person or entity making such proposal, offer, inquiry or contact. Buyer and Seller shall not release any third party from, or waive any provision of, any confidentiality agreement to which it is a party.
No-Shop Clause. Each of Seller and SunLink agrees that it shall not, and its Affiliates shall not, and Seller and SunLink shall direct their respective officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant retained by it) not to, at any time following the date of this Agreement and prior to the Closing Date: (i) offer for sale or lease all or any significant portion of the Purchased Assets or any ownership interest in Seller, (ii) solicit offers to buy all or any significant portion of the Purchased Assets or any ownership interest in Seller, (iii) initiate, negotiate, enter into or continue to negotiate with any person regarding any inquiries, proposals or offers relating to any disposition of all or any significant portion of the Purchased Assets or a merger or consolidation of Seller, or (iv) enter into any letter of intent or other agreement with any party (other than Buyer) with respect to the sale, assignment, or other disposition of all or any significant portion of the Purchased Assets or any ownership interest in Seller or with respect to a merger or consolidation of Seller. Seller will notify Buyer in writing of any inquiry or proposal concerning any such transaction within three (3) Business Days of receiving such proposal.
No-Shop Clause. From and after the date of the execution and delivery of this Agreement by the Company until the earlier of the termination of this Agreement or the Closing Date, the Company will not, without the prior written consent of the Purchaser: (i) offer for sale the assets of the Company and the Subsidiaries (or any material portion thereof) or any shares or interest in any of the Company or the Subsidiaries, (ii) solicit offers to buy all or any material portion of the assets of the Company and the Subsidiaries or any shares or interest of any of the Company or the Subsidiaries, (iii) hold discussions with any party (other than the Purchaser) looking toward such an offer or solicitation or looking toward a merger or consolidation of any of the Company or the Subsidiaries, or (iv) enter into any agreement with any party (other than the Purchaser) with respect to the sale or other disposition of the assets of the Company and the Subsidiaries (or any material portion thereof) or any shares or interest in any of the Company or the Subsidiaries, or with respect to any merger, consolidation, or similar transaction involving any of the Company or the Subsidiaries.
No-Shop Clause. From and after the date of the execution of this Agreement through the Closing Date, Xxxxxx shall not (i) offer for sale the Assets, Lease(s) or Leasehold Interests (or any material portion thereof) or any ownership interest of any entity owning any of the Assets, Lease(s) or Leasehold Interests, (ii) solicit offers to buy all or any material portion of the Assets, Lease(s) or Leasehold Interests or any ownership interest of any entity owning any of the Assets, Lease(s) or Leasehold Interests, (iii) hold discussions with any party (other than Nami) looking toward such an offer or solicitation or looking toward a merger or consolidation of any entity owning any of the Assets, Lease(s) or Leasehold Interests, or (iv) enter into any agreement with any party (other than Nami) with respect to the sale or other disposition of the Assets, Lease(s) or Leasehold Interests (or any material portion thereof) or any ownership interest in any entity owning any of the Assets, Lease(s) or Leasehold Interests or with respect to any merger, consolidation, or similar transaction involving any entity owning any of the Assets, Lease(s) and Leasehold Interests. Notwithstanding anything herein to the contrary, this "no-shop" covenant shall terminate with the Agreement if the Agreement is terminated due to a factor outside the control of Xxxxxx.
