Common use of No-Shop Clause Clause in Contracts

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. ARTICLE VII

No-Shop Clause. From and after the date of the execution and delivery of this Agreement through by Sellers until the earlier of Closing Dateor the termination of this Agreement, Xxxxxx Sellers shall not (and will not permit any Affiliate or any other Person acting for or on behalf of Sellers or any of their respective Affiliates to), without the prior written consent of Buyer (i) offer for lease or sale the Assets, Lease(s) Equity Interests or Leasehold Interests either Acquired Company’s material assets (or any material portion thereof) or any ownership interest of in any entity owning any either of the Assets, Lease(s) or Leasehold Interests, Acquired Companies’ material assets; (ii) solicit offers to lease or buy all or any material portion of the Assets, Lease(s) Equity Interests or Leasehold Interests either of the Acquired Companies’ assets or any ownership interest of in any entity owning any either of the Assets, Lease(s) or Leasehold Interests, Acquired Companies’ material assets; (iii) hold discussions with any party (other than NamiBuyer) looking toward such an offer or solicitation or looking toward a merger or consolidation of any entity owning any either of the Assets, Lease(s) or Leasehold Interests, or Acquired Companies; (iv) enter into any agreement with any party (other than NamiBuyer) with respect to the lease, sale or other disposition of the Assets, Lease(s) or Leasehold Interests any Acquired Company’s material assets (or any material portion thereof) or any ownership interest in any entity owning any of the Assets, Lease(s) or Leasehold Equity Interests or with respect to any merger, consolidation, consolidation or similar transaction involving the Acquired Companies; or (v) furnish or cause to be furnished any entity owning information with respect to either of the Acquired Companies or their respective assets to any Person that any 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 the Assets, Lease(s) and Leasehold Interests. Notwithstanding anything herein to the contrary, this "no-shop" covenant shall terminate its filings with the Agreement if 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 or its Affiliates and any other Person, so long as such transaction does not affect the Agreement is terminated due to a factor outside obligations and duties of Sellers or the control rights of Xxxxxx. ARTICLE VIIBuyer under this Agreement.

No-Shop Clause. From and after the date of the execution and delivery of this Agreement through by Seller until the Closing Dateearlier of the Effective Time or the termination of this Agreement, Xxxxxx 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 any of the Assets, Lease(s) or Leasehold Interests (or any material portion thereof) Purchased Assets or any ownership interest of in any entity owning any of the Purchased Assets, Lease(s) or Leasehold Interests, ; (ii) solicit offers to lease or buy all or any material portion of HMMC’s assets, the Assets, Lease(s) or Leasehold Interests Real Property or any ownership interest of in any entity owning any of the Purchased Assets, Lease(s) or Leasehold Interests, ; (iii) hold discussions with any party (other than NamiBuyer) 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 HMMC; (iv) enter into any agreement with any party (other than NamiBuyer) with respect to the lease, sale or other disposition of the Assets, Lease(s) or Leasehold Interests HMMC’s assets (or any material portion thereof) ), the Real Property or any ownership interest in any entity owning any of the Assets, Lease(s) or Leasehold Interests HMMC or with respect to any merger, consolidation, consolidation or similar transaction involving HMMC; or (v) furnish or cause to be furnished any entity owning information with respect to the Real Property or HMMC’s 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 MedCath Corporation or Persons acting for or on its behalf from including any information it deems required by Law in any of the Assets, Lease(s) and Leasehold Interests. Notwithstanding anything herein to the contrary, this "no-shop" covenant shall terminate its filings with the Agreement if 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 MedCath Corporation or its Affiliates to any other Person, so long as the Agreement is terminated due to a factor outside the control of Xxxxxx. ARTICLE VIIPurchased Assets are excluded from any such transaction.

No-Shop Clause. From and after the date of the execution and delivery of this Agreement through by Seller until the earlier of Closing Dateor the termination of this Agreement, Xxxxxx 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 the Assets, Lease(s) or Leasehold Interests (or any its 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 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, Lease(ssale or other disposition of its assets (or any material portion thereof) or Leasehold Interests any ownership interest Seller or with respect to any merger, consolidation, consolidation or similar transaction involving Seller; or (v) furnish or cause to be furnished any entity owning 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 the Assets, Lease(s) and Leasehold Interests. Notwithstanding anything herein to the contrary, this "no-shop" covenant shall terminate its filings with the Agreement if 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 Agreement is terminated due to a factor outside obligations and duties of Seller or the control rights of Xxxxxx. ARTICLE VIIBuyer under this Agreement.

No-Shop Clause. From and after the date of the execution and delivery of this Agreement through by Seller until the earlier of Closing Dateor the termination of this Agreement, Xxxxxx 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 Assets, Lease(s) or Leasehold Interests (or any Company’s 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 assets (or any material portion thereof) or any ownership interest in any entity owning any of the AssetsCompany’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, Lease(ssale or other disposition of the Company’s material assets (or any material portion thereof) or Leasehold Interests any ownership interest in the Company or with respect to any merger, consolidation, consolidation or similar transaction involving the Company or any entity owning 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 the Assets, Lease(s) and Leasehold Interests. Notwithstanding anything herein to the contrary, this "no-shop" covenant shall terminate its filings with the Agreement if the Agreement is terminated due Securities and Exchange Commission. 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 factor outside the control sale of Xxxxxx. ARTICLE VIIequity, merger, combination, a sale of all or substantially all of its assets or similar transaction involving MC or its Affiliates and any other Person.

No-Shop Clause. From and after the date of the execution and delivery of this Agreement through by Seller until the earlier of Closing Dateor the termination of this Agreement, Xxxxxx 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 Assets, Lease(s) or Leasehold Interests (or any Company’s 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 assets (or any material portion thereof) or any ownership interest in any entity owning any of the AssetsCompany’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, Lease(ssale or other disposition of the Company’s material assets (or any material portion thereof) or Leasehold Interests any ownership interest in the Company or with respect to any merger, consolidation, consolidation or similar transaction involving the Company or any entity owning 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 AssetsSecurities and Exchange Commission. Seller shall promptly notify Buyer if any such discussions described above occur. Nothing in this Section 8.5, Lease(s) 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 Leasehold Interests. Notwithstanding anything herein any other Person so long as such transaction not relate 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. ARTICLE VIIHospital or its assets.