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 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 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 MedCath Corporation 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 7.7, 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 and any other Person, so long as such transaction does not affect the obligations and duties of Seller or rights of Buyer under this Agreement; provided however, the obligations of MedCath Corporation and Seller set forth in this Section 7.7 are subject in all respects to the exercise of the fiduciary duties, or other comparable duties, of the board of directors of MedCath Corporation to its shareholders and to the terms of Sections 8.5 and 11.16 of this Agreement.

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 affiliate thereof or any other Person acting for or on behalf of Seller or any of its Affiliatesaffiliate thereof), without the prior written consent of Buyer Buyer: (i) offer for sale or lease or sale its assets the Assets (or any material portion thereof) ), or any ownership interest in of any entity owning any of the Purchased AssetsSurgery Center; (ii) solicit offers to buy or lease or buy all or any material portion of its assets the Assets or any ownership interest in of any entity owning any of the Purchased AssetsSurgery Center; (iii) hold discussions with any party (other than Buyer) looking toward such an offer or solicitation or looking toward a merger or consolidation of Sellerany entity owning the Surgery Center; (iv) enter into any agreement with any party (other than Buyer) with respect to the lease, sale or other disposition of its assets the Assets (or any material portion thereof) or any ownership interest Seller in any entity owning the Surgery Center or with respect to any merger, consolidation or similar transaction involving Sellerany entity owning the Surgery Center; or (v) furnish or cause to be furnished any information with respect to Seller or its assets the Assets to any Person that Seller or such Affiliate any affiliate thereof 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 . If Seller or Persons any affiliate thereof or Person acting for or on its their behalf receives from including any information it deems required by Law in Person (other than from Buyer or a representative thereof) any of its filings with the Securities and Exchange Commission. Nothing in this Section 7.7offer, howeverinquiry or informational request referred to above, 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 and any other Seller will promptly advise such Person, so long as such transaction does not affect the obligations and duties of Seller or rights of Buyer under this Agreement; provided however, the obligations of MedCath Corporation and Seller set forth in this Section 7.7 are subject in all respects to the exercise of the fiduciary duties, or other comparable dutiesby written notice, of the board of directors of MedCath Corporation to its shareholders and to the terms of Sections 8.5 this Section 6.6 and 11.16 will promptly advise Buyer of this Agreementsuch offer, inquiry or request and deliver a copy of such notice to Buyer together with a copy of all documents that constitute, relate or refer to any and all responses to such offer, inquiry or request.

No-Shop Clause. From and after the date of the execution and delivery of this Agreement by Seller MedCath Party until the earlier of Closing or the termination of this Agreement, Seller MedCath Party shall not (and will not permit any Affiliate or any other Person acting for or on behalf of Seller MedCath Party or any of its Affiliates), without the prior written consent of Buyer St. David’s (i) offer for lease or sale its assets (or any material portion thereof) or any ownership interest in any entity owning any of the Purchased MedCath Party 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 MedCath Party Assets; (iii) hold discussions with any party (other than BuyerSt. David’s) looking toward such an offer or solicitation or looking toward a merger or consolidation of Sellerany entity owning any of the MedCath Party Assets; (iv) enter into any agreement with any party (other than BuyerSt. David’s) with respect to the lease, sale or other disposition of its assets (or any material portion thereof) or any ownership interest Seller in any entity owning any of the MedCath Party Assets or with respect to any merger, consolidation or similar transaction involving Sellerany entity owning any of the MedCath Party Assets; or (v) furnish or cause to be furnished any information with respect to Seller MedCath Party or its assets to any Person that Seller MedCath Party 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 its filings with the Securities and Exchange Commission. If either MedCath Party or any such Affiliate or any such Person acting for or on its behalf receives from any Person (other than from St. David’s or a representative thereof) any offer, inquiry or informational request referred to above, MedCath Party will promptly notify St. David’s of the existence of such written inquiry or proposal. Nothing in this Section 7.77.8, 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 and any other Person, so long as such transaction does not affect the obligations and duties of Seller or rights of Buyer under this Agreement; provided however, the obligations of MedCath Corporation and Seller set forth in this Section 7.7 are subject in all respects to the exercise of the fiduciary duties, or other comparable duties, of the board of directors of MedCath Corporation to its shareholders and to the terms of Sections 8.5 and 11.16 of this Agreement.

No-Shop Clause. From and after the date of the execution and delivery of this Agreement by Seller until the earlier of Closing the Effective Time 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 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 MedCath Corporation 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 7.77.6, 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 and to any other Person, so long as the Purchased Assets are excluded from any such transaction does not affect the obligations and duties of Seller or rights of Buyer under this Agreement; provided however, the obligations of MedCath Corporation and Seller set forth in this Section 7.7 are subject in all respects to the exercise of the fiduciary duties, or other comparable duties, of the board of directors of MedCath Corporation to its shareholders and to the terms of Sections 8.5 and 11.16 of this Agreementtransaction.

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 AffiliatesAffiliates to), without the prior written consent of Buyer (i) offer for lease or sale its the Company’s material assets (or any material portion thereof) or any ownership interest in any entity owning any of the Purchased AssetsCompany’s material assets or any interest in the Xxxxx Obligations; (ii) solicit offers to lease or buy all or any material portion of its the Company’s assets or any ownership interest in any entity owning any of the Purchased AssetsCompany’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 Sellerthe 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, sale or other disposition of its the Company’s material assets (or any material portion thereof) or any ownership interest Seller in the Company or with respect to any merger, consolidation or similar transaction involving Sellerthe Company or any interest in the Xxxxx Obligations; or (v) furnish or cause to be furnished any information with respect to Seller the Company 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 MedCath Corporation 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 7.78.3, 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 MC or its Affiliates and any other Person, so long as such transaction does not affect the obligations and duties of Seller or rights of Buyer under this Agreement; provided however, the obligations of MedCath Corporation and Seller set forth in this Section 7.7 are subject in all respects to the exercise of the fiduciary duties, or other comparable duties, of the board of directors of MedCath Corporation to its shareholders and to the terms of Sections 8.5 and 11.16 of this Agreement.

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 AffiliatesAffiliates to), without the prior written consent of Buyer (i) offer for lease or sale its the material assets of the Acquired Company or the Management Company (or any material portion thereof) or any ownership interest in any entity owning any of the Purchased Assets; Equity Interest or the Management Interest (ii) solicit offers to lease or buy all or any material portion of its the assets of the Acquired Company or any ownership interest in any entity owning the Management Company or any of the Purchased AssetsEquity Interest or the Management Interest; (iii) hold discussions with any party (other than Buyer) looking toward such an offer or solicitation or looking toward a merger or consolidation of Sellerthe Acquired Company or the Management Company; (iv) enter into any agreement with any party (other than Buyer) with respect to the lease, sale or other disposition of its the material assets of the Acquired Company or the Management Company (or any material portion thereof) or any ownership interest Seller the Equity Interest or the Management Interest or with respect to any merger, consolidation or similar transaction involving Sellerthe Acquired Company or the Management Company; or (v) furnish or cause to be furnished any information with respect to Seller the Acquired Company, the Management Company or its their respective 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 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 7.77.5, 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 MC or its Affiliates and any other Person, so long as such transaction does not affect the obligations and duties of Seller or rights of Buyer under this Agreement; provided however, the obligations of MedCath Corporation and Seller set forth in this Section 7.7 are subject in all respects to the exercise of the fiduciary duties, or other comparable duties, of the board of directors of MedCath Corporation to its shareholders and to the terms of Sections 8.5 and 11.16 of this Agreement.