Common use of No-Shop Clause Clause in Contracts

No-Shop Clause. Sellers agree 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 and will cause their representatives not to, without the prior written consent of Buyers or except as otherwise permitted by this Agreement: (i) offer for sale or lease all or any of the Assets or any ownership interest (directly or indirectly) in any entity owning any of the Assets, (ii) solicit offers to buy any 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 inquires, proposals or offers relating to any disposition of any of the Assets or a merger or consolidation or similar business combination of any entity owning any of the Assets, or (iv) enter into any agreement or discussions with any party (other than Buyers) with respect to the sale, assignment, or other disposition of all or any 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. Sellers agree Seller agrees that, from and after the date of the execution and delivery of this Agreement by Sellers Seller until the termination of this Agreement, Sellers Seller will not not, and will cause their representatives not tothe Seller Entities to not, without the prior written consent of Buyers 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 (directly in the Acquired Company, the Partial Subsidiary, or indirectly) 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 person regarding any inquires, proposals or offers relating to any disposition of all or any material portion of the Assets or ownership interests in the Acquired Company or the Partial Subsidiary or a merger or consolidation of the Acquired Company, the Partial Subsidiary, or similar business combination of any entity owning any of the Assets, or (iv) enter into any agreement or discussions with any party (other than BuyersBuyer) with respect to the sale, assignment, or other disposition of all or any material portion of the Assets or any ownership interest in the Acquired Company, the Partial Subsidiary or 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. Sellers agree Seller agrees that, from and after the date of the execution and delivery of this Agreement by Sellers Seller until the termination of this Agreement, Sellers Seller will not not, and will cause their representatives the Seller Entities not to, without the prior written consent of Buyers 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 (directly or indirectly) 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 person regarding any inquiresinquiries, proposals or offers relating to any disposition of all or any material portion of the Assets or a merger or consolidation or similar business combination of any entity owning any of the Assets, or (iv) enter into any agreement or discussions with any party (other than BuyersBuyer) 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. Sellers agree Seller agrees that, from and after the date of the execution and delivery of this Agreement by Sellers Seller until the termination of this Agreement, Sellers Seller will not not, and will cause their representatives not tothe 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 Buyers Buyer or except as otherwise permitted by this Agreement: (ia) offer for sale or lease all or any of the Assets or any ownership interest (directly or indirectly) in any entity owning any of the Assets, (ii) solicit offers to buy any material portion of the Assets or any ownership interest in any entity directing or indirectly owning any of the Assets, (iiib) 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 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 or similar business combination of any entity directing or indirectly owning any of the Assets, or (ivd) enter into any agreement or discussions with any party (other than BuyersBuyer) 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. Except for the sale of inventory and other assets in the ordinary course, Sellers agree 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 and will cause their representatives not tonot, without the prior written consent of Buyers 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 (directly or indirectly) 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, discuss or negotiate with any Person person regarding any inquires, proposals or offers relating to any disposition of all or any portion of the Assets or a merger or consolidation or similar business combination of any entity owning any of the Assets, or (iv) enter into any agreement or discussions with any party (other than BuyersBuyer) 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. Sellers agree Except for the sale of inventory and other assets in the ordinary course, Seller agrees that, from and after the date of the execution and delivery of this Agreement by Sellers Seller until the termination of this Agreement, Sellers Seller will not and will cause their representatives not tonot, without the prior written consent of Buyers 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 (directly or indirectly) 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 material documents or information to any third party in connection with, discuss or negotiate with any Person 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 or similar business combination of any entity owning any of the Assets, or (iv) enter into any agreement or discussions with any party (other than BuyersBuyer) 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. Seller will promptly communicate to Buyer the substance of any proposal concerning any such transaction.

No-Shop Clause. Sellers agree thatSeller agrees that it shall not, from and after the date of the execution shall direct and delivery of this Agreement use its best efforts to cause its officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant retained by Sellers until the termination of this Agreement, Sellers will not and will cause their representatives it) not to, without the prior written consent of Buyers or except as otherwise permitted by this Agreement: (i) offer for sale or lease all or any significant portion of the Assets or any ownership interest (directly or indirectly) in any entity owning any of the Assets, (ii) solicit offers to buy any of the Purchased Assets or any ownership interest in any entity owning any of the Purchased Assets, (ii) solicit offers to buy all or any significant portion of the Purchased Assets or any ownership interest in any entity owning any of the Purchased Assets, (iii) initiate, encourage or provide any documents or information to any third party in connection with, discuss or negotiate with any Person person regarding any inquiresinquiries, proposals or offers relating to any disposition of all or any significant portion of the Purchased Assets or a merger or consolidation or similar business combination of any entity owning any of the Purchased Assets, or (iv) enter into any agreement or discussions with any party (other than BuyersBuyer) with respect to the sale, assignment, or other disposition of all or any significant portion of the Purchased Assets or any ownership interest in any entity owning any of the Purchased Assets or with respect to a merger or consolidation of any entity owning any of the Purchased Assets. Seller will notify Buyer in writing of any inquiry or proposal concerning any such transaction within three (3) business days of receiving such proposal.