No-Shop Clause Sample Clauses
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, Seller shall not (and will not permit any Affiliate or any other Person acting for or on behalf of Seller or any of its Affiliates), without the prior written consent of Buyer (i) offer for lease or sale its material assets (or any material portion thereof) or any ownership interest in any entity owning any of the Purchased 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 Purchased Assets; (iii) hold discussions with any party (other than Buyer) looking toward such an offer or solicitation or looking toward a merger or consolidation of Seller; (iv) enter into any agreement with any party (other than Buyer) with respect to the lease, sale or other disposition of its assets (or any material portion thereof) or any ownership interest Seller or with respect to any merger, consolidation or similar transaction involving Seller; or (v) furnish or cause to be furnished any information with respect to Seller or its assets to any Person that Seller 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 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. Nothing in this Section 7.6, 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 and any other Person, so long as such transaction does not affect the obligations and duties of Seller or the rights of Buyer under this Agreement.
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), the Sellers agree to not, without the prior written consent of the 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 the Buyer) looking toward such an offer or solicitation or looking toward a merger or consolidation with the Sellers; or (iv) enter into any agreement with any party (other than the Buyer) with respect to the sale or other disposition of any material portion of the Business or Purchased Assets.
No-Shop Clause. Seller agrees that, from and after the date of the execution and delivery of this Agreement by Seller until the termination of this Agreement, Seller will not, and will cause the Seller Entities not to, without the prior written consent of Buyer or except as otherwise permitted by this Agreement: (i) offer for sale or lease all or any material portion of the Assets or any ownership interest in any entity owning any of the Assets, (ii) solicit offers to buy all or any material portion of the Assets 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 inquiries, proposals or offers relating to any disposition of all or any material 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 material 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.
No-Shop Clause. Seller agrees that, from and after the date of the execution and delivery of this Agreement by Seller until the termination of this Agreement, Seller will not, and will cause the Seller Entities, Affiliates and any other Person acting for or on behalf of the Seller Entities or Affiliates to not, without the prior written consent of Buyer or except as otherwise permitted by this Agreement: (a) offer for sale or lease all or any material portion of the Assets or any ownership interest in any entity directing or indirectly owning any of the Assets, (b) solicit offers to buy all or any material portion of the Assets or any ownership interest in any entity directing or indirectly owning any of the Assets, (c) 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 material portion of the Assets or a merger or consolidation of any entity directing or indirectly owning any of the Assets, or (d) 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 material portion of the Assets or any ownership interest in any entity directing or indirectly owning any of the Assets or with respect to a merger or consolidation of any entity directing or indirectly owning any of the 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. During the period between the signing of this LOI and either the termination of this LOI or the execution of the Merger Agreement, the Real Estate Companies and the Sustainable Executives and their lawyers, agents and representatives shall not directly or indirectly enter into any discussion(s), negotiation(s), letter(s) of intent, merger(s), reorganization(s), stock sale(s), asset sale(s) (other than asset sales in the ordinary, normal, and customary course of business), other transaction(s), loan agreement(s), financing agreement(s) or arrangement(s) of any type, other capital raise(s), or other contract(s) or arrangement(s) with any third party, or any other agreement(s), contract(s) or arrangement(s) outside the ordinary course of business that would or might delay or make more costly or difficult the closing of the Merger. The Merger Agreement shall include similar covenants regarding the period (if any) between the signing of the Merger Agreement and the Closing or the termination of the Merger Agreement. During the period between the signing of this LOI and the execution and delivery of the Merger Agreement or the termination of this LOI, the Sustainable Executives shall operate the Real Estate Companies and their affiliates only in accordance with the ordinary, normal and customary course thereof consistent with past practices, or as otherwise contemplated in this LOI.
No-Shop Clause. Shareholder hereby agrees not to pursue or entertain any additional offers for all or substantially all of the assets or the capital stock of ABI from any other source. This provision shall expire on the earlier of (i) the termination of this Agreement, (ii) the Effective Date, or (iii) January 31, 2007, unless the parties agree in writing to an extension.
No-Shop Clause. Unless and until this Agreement is terminated in accordance with Section 14, neither USP nor Baylor will, without the approval of the other, (a) offer for sale the USP Assets or the Baylor Center Assets (or any material portion thereof), (b) solicit offers to buy all or any material portion of such assets, (c) hold discussions with any other party looking toward such an offer or solicitation or, looking toward a merger or consolidation of any entity that directly owns any such assets or (d) enter into any agreement with any other party with respect to the sale or other disposition of the USP Assets or the Baylor Center Assets or any material portion thereof or with respect to any merger, consolidation or similar transaction involving any entity that directly owns any of such assets.
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.
No-Shop Clause. Sellers will not, and will not permit anyone on their behalf to, solicit the submission of any proposal or offer from any person relating to the acquisition of any of the Assets or the Business, or the acquisition of the capital stock or voting securities of Sellers (including entering into any restructuring, merger, consolidation or share exchange).