Common use of No-Shop Clause Clause in Contracts

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. Except for the sale of inventory and other assets in the ordinary course, Sellers 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 the Seller Entities to 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 material portion of the Assets or any ownership interest in the Acquired Company, the Partial Subsidiary, or 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 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 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 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. Sellers will promptly communicate to Buyer the substance of any proposal concerning any such transaction.

No-Shop Clause. Except for the sale of inventory and other assets in the ordinary course, Sellers 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 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: (ia) 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, (iib) 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, (iiic) initiate, encourage or provide any material 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 (ivd) 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. Sellers will promptly communicate to Buyer the substance of any proposal concerning any such transaction.

No-Shop Clause. Except for the sale of inventory and other assets in the ordinary course, Sellers 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 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 material documents or information to any third party in connection with, discuss or negotiate with any 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 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. Sellers will promptly communicate to Buyer the substance of any proposal concerning any such transaction.

No-Shop Clause. Except for the sale of inventory and other assets in the ordinary course, Sellers agrees 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 notnot and will cause their representatives not to, without the prior written consent of Buyer Buyers 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 BuyerBuyers) 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. Except for the sale of inventory and other assets in the ordinary course, Sellers 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 the Seller Entities to not, without the prior written consent of Buyer or except as otherwise permitted by this Agreement, directly or indirectly: (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 material 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 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. Sellers will promptly communicate To avoid doubt, the provisions of this Section 5.7 shall prevail over any similar provisions related to Buyer exclusivity provided in any other agreement between the substance of any proposal concerning any such transactionparties.

No-Shop Clause. Except for the sale of inventory and other assets in the ordinary course, Sellers Seller 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 that it shall not, without the prior written consent of Buyer and shall direct and use its best efforts to cause its officers, directors, employees, agents and representatives (including any investment banker, attorney or except as otherwise permitted accountant retained by this Agreementit) not to: (i) offer for sale or lease all or any significant portion 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 material documents or information to any third party in connection with, discuss or negotiate with any 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 of any entity owning any of the Purchased 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 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. Sellers Seller will promptly communicate to notify Buyer the substance in writing of any inquiry or proposal concerning any such transactiontransaction within three (3) business days of receiving such proposal.

No-Shop Clause. Except for the sale of inventory and other assets in the ordinary course, Sellers 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, 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 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 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. Sellers Seller will promptly communicate to Buyer the substance of any proposal concerning any such transaction.