Common use of No-Shop Clause Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Almost Family Inc), Stock Pledge Agreement (Almost Family Inc)

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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 BuyerBuyers) 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 BuyerBuyers) with respect to the sale or other disposition of any material portion of the Business or Purchased Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Almost Family Inc)

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 Seller agrees 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 SellersSeller; 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Almost Family Inc), Asset Purchase Agreement (Almost Family Inc)

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), each of the Sellers agree Selling Parties agrees to not, without the prior written consent of the Buyer: (i) offer for sale any material portion of the Business or Purchased Assets; assets, (ii) solicit offers to buy all or any material portion of the Business or Purchased Assets; Business, (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 of the Sellers; Selling Parties, 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 Assetsthe Selling Parties' membership rights, or with respect to any merger, consolidation, or similar transaction involving the Selling Parties or the Selling Parties' membership rights.

Appears in 1 contract

Samples: Assets Purchase Agreement (Caretenders Health Corp)

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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 Seller agrees 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 Sellerssuch Seller; 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Almost Family Inc)

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 each Seller agrees 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 Sellerssuch Seller; 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Almost Family Inc)

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