No-Shop Covenant. Except with respect to this Agreement and the transactions contemplated hereby, no ONSB Company nor any Affiliate thereof nor any Representatives thereof retained by any ONSB Company shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent necessary to comply with the fiduciary duties of ONSB's Board of Directors as advised in writing by counsel to such Board of Directors, no ONSB Company or any Affiliate or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but ONSB may communicate information about such an Acquisition Proposal to its shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised in writing by counsel. ONSB shall promptly notify LSB orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. ONSB shall (i) immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its commercially reasonable best efforts to cause all of its Representatives not to engage in any of the foregoing. The Parties agree that nothing in this Section 8.7 shall affect ONSB's no-shop obligations and LSB's right of first refusal and right to a break-up fee set forth in Section 8 of the Letter of Intent.
No-Shop Covenant. (a) The Seller covenants and agrees that until the earlier to occur of the Closing Date and the Termination Date, the Purchaser shall be, and is hereby, granted the exclusive right to (i) hold discussions and negotiations with the Seller with respect to the proposed acquisition by the Purchaser of all or substantially all of the Assets and the Business, (ii) receive, evaluate and review any and all information, correspondence and/or materials provided by the Seller with respect to the proposed acquisition by the Purchaser of the Business and the Assets, and (iii) conduct inspections, reviews and studies of the Seller, 34 <PAGE> the Assets and the Business, and any information and materials related thereto, with respect to the proposed acquisition by the Purchaser of all or substantially all of the Assets and the Business.
(b) Prior to the earlier to occur of the Closing Date and the Termination Date, in no event shall the Seller, or any of its Affiliates (i) execute any memorandum, letter agreement, commitment, letter of intent, or any other agreement with any Person with respect to the possible sale of any of the Assets, the Business or the capital stock of any of the Subsidiaries, (ii) engage in any discussions or negotiations with any Person (or engage or permit any agent, representative or advisor to review any offer or negotiate) with respect to the sale of any of the Assets, the Business or the capital stock of any of the Subsidiaries or (iii) deliver any of the information with respect to the Seller or the Business to any Person with respect to any possible sale of all or a material portion the Assets, the Business or the capital stock of any of the Subsidiaries.
No-Shop Covenant. Subject to Sellers' fiduciary duties, from the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, (a) Sellers shall not, and shall cause their respective officers, directors, shareholders, agents and representatives not to, directly or indirectly, (i) solicit any offer from any Person other than Buyer for any form of business combination or acquisition or disposition of all or any of the Assets or the Business, or initiate or participate in any negotiation or provide confidential information with respect to any such business combination or acquisition, (ii) solicit any offer from any Person other than Buyer for any transaction involving a Seller that would preclude or in any way interfere with the consummation of the transactions contemplated by this Agreement, or initiate or participate in any negotiation or provide confidential information with respect to any such transaction, or (iii) authorize any of their representative, agents, officers, directors or shareholders to take any of the actions prohibited in this Section 6.13, and (b) Sellers shall use reasonable efforts to prevent any such person or entity from taking any of the actions prohibited in this Section 6.13; PROVIDED, that notwithstanding the foregoing, Sellers shall promptly notify Buyer in writing of the occurrence of any of the events described in clause (a) hereof, regardless of whether prohibited by this Section 6.13.
No-Shop Covenant. In consideration of the substantial expenditure of time, effort and expense undertaken and to be undertaken by Parent and Purchaser in connection with the Transaction, each Seller covenants that he shall not, nor shall he permit any Registered Owner or other person controlled by him to, or authorize any investment banker, attorney, accountant or other representative retained by him or any Registered Owner to, directly or indirectly, without the written consent of Parent and Purchaser, solicit or encourage, or furnish information with respect to the Common Stock or Preferred Stock to, or otherwise have any communication with, any person in connection with the possible sale of any shares of the Common Stock or Preferred Stock or any other securities of the Company or any subsidiary thereof, or any affiliate or asset thereof, or any merger or similar transaction with respect thereto.
No-Shop Covenant. The Merger Agreement provides that Beringer and its subsidiaries will not and will not permit or authorize any officer, director, agent, financial adviser, attorney, accountant or other representative to, directly or indirectly, - solicit, initiate or encourage submission of proposals or offers from any Person relating to, or that could reasonably be expected to lead to, an Acquisition Transaction, or - participate in any negotiations or discussions regarding an Acquisition Transaction, or - furnish to any other Person any information with respect to an Acquisition Transaction, or - otherwise cooperate in any way with an Acquisition Transaction, or - facilitate any effort or attempt by any other Person to do or seek an Acquisition Transaction, or - enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement with respect to an Acquisition Transaction (an "Acquisition Agreement") or any agreement in principle, acquisition agreement or other similar agreement requiring it to abandon, terminate or fail to consummate the Offer, the Merger or any other transaction contemplated by the Merger Agreement or to consummate an Acquisition Transaction. However, subject to compliance with its covenant (described below) to notify Xxxxxx'x in advance and keep Xxxxxx'x informed, prior to the acceptance for payment of Shares by Purchaser pursuant to the Offer, Beringer may furnish information to such third party pursuant to a customary confidentiality agreement and Beringer may negotiate, explore or otherwise engage in substantive discussions with such party, - in response to a bona fide unsolicited proposal with respect to an Acquisition Transaction that was made in circumstances not otherwise involving a breach of the Merger Agreement and that the Beringer Board determines, in its good faith judgment taking into account the advice of its financial advisor and outside counsel, is or is reasonably likely to lead to a Superior Proposal, and - if the Beringer Board determines, in its good faith judgment, taking into account the advice of outside legal counsel, that failing to take such action would breach the fiduciary duties of the Beringer Board to the stockholders under applicable law. Nothing in the Merger Agreement will prevent the Beringer Board from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with respect to any Acquisition Transaction or from making any required disclosure to Xxxxxxxx'x stockhold...
No-Shop Covenant. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, (a) Seller and its Affiliates shall not, directly or indirectly, (i) solicit any offer from any other person for any form of business combination or acquisition or disposition of all or any of the Sale Assets or the CATV System or initiate or enter into any negotiations or provide confidential information with respect to any such business combination or acquisition, (ii) solicit any offer from any other person for any transaction involving Seller that would preclude or in any way interfere with the consummation of the transactions contemplated by this Agreement, or initiate or enter into any negotiations or provide confidential information with respect to any such transaction, or (iii) authorize any representative, agent, officer, director or principal stockholder to take any of the actions prohibited in this paragraph, and (b) Seller and its Affiliates shall use all reasonable efforts to prevent any such person or entity from taking any of the actions prohibited in this paragraph. Nothing contained in this Section 6.04 shall prohibit Seller from responding to any unsolicited proposal or inquiry by advising the person or entity making such proposal or inquiry of the terms of this Section 6.04. Seller agrees to advise Buyer promptly after receipt of any such proposal or inquiry.
No-Shop Covenant. 19 ARTICLE V CONDITIONS TO THE OBLIGATIONS OF PARENT AND PURCHASER.............................................................19 5.1 No Injunction or Other Legal Prohibition..........................19 5.2 Approvals.........................................................20 ARTICLE VI CONDITIONS TO THE OBLIGATIONS OF THE COMPANY.................20 6.1 No Injunction or Other Legal Prohibition..........................20 6.2 Approvals.........................................................20
No-Shop Covenant. In consideration of the substantial expenditure of time, effort and expense undertaken and to be undertaken by Parent and Purchaser in connection with the Tender Offer and the Merger, and as a material condition to the execution and delivery hereof by Parent and Purchaser, the Company and the Subsidiaries covenant that, until such time as this Agreement may be terminated as provided herein, none of them shall, nor shall any of them permit any officer, director or employee of the Company, any Subsidiary, or any affiliate thereof to, or authorize any investment banker, attorney, accountant or other representative retained by the Company, any Subsidiary, or any affiliate thereof to, directly or indirectly, solicit or encourage, or furnish information with respect to the Company or any Subsidiary to, or otherwise have any communication with, any person in connection with the possible sale of the Company or any Subsidiary, or any affiliate or asset thereof, or any merger or similar transaction with respect thereto (an "Alternative Proposal"); provided, however, that if and so long as the Company and each Subsidiary has complied in all material respects with its obligations under this Section 4.5, if the Company receives an unsolicited Alternative Proposal then (1) the Company may discuss such Alternative Proposal with the party presenting such Alternative Proposal, participate in negotiations with respect to such Alternative Proposal with the party making such proposal and its representatives, and provide information with respect to the Company to such party and its representatives, if and to the extent, but only to the extent, that the members of the board of directors of the Company reasonably believe, after the receipt of written advice of Winthrop, Stimson, Xxxxxx & Xxxxxxx, the Company's legal counsel, that the directors of the Company are under a fiduciary obligation to so cooperate with such party, (2) the Company shall promptly notify Parent and Purchaser orally and in writing of the receipt of any such Alternative Proposal, and (3) the Company may engage an investment banking firm or other financial advisor to assist it in connection with such Alternative Proposal discussions and negotiations.
No-Shop Covenant. In consideration of the significant expenses to be incurred by Purchaser in conducting its Confirmatory Due Diligence Investigation and in pursuing the acquisition of the Assets, neither Seller nor any of its shareholders, directors, officers, employees, Affiliates, or agents shall, at any time during the period from the date hereof through the Closing or earlier termination of this Agreement pursuant to its terms, engage in discussions or negotiations with any Person other than Purchaser with respect to the sale, disposition, and/or conveyance, whether actual or prospective, of any of the Assets, except to the extent such sale, dispositions, and/or conveyance is permitted under Section 6.1(a)(i).
No-Shop Covenant. The Seller Group covenants and agrees that until the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Article 12 herein, Purchaser shall be, and is hereby, granted the exclusive right to (i) hold discussions and negotiations with the Seller Group with respect to the possible acquisition by Purchaser of the Purchased Assets, (ii) receive, evaluate and review any and all information, correspondence and/or the materials provided by Sellers and/or Shareholder with respect to the possible acquisition by Purchaser of the Purchased Assets, and (iii) conduct inspections, reviews and studies of Sellers, the Purchased Assets, and any information and materials related thereto, with respect to the possible acquisition by Purchaser of the Purchased Assets. Prior to the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Article 12 herein, in no event shall Sellers, Shareholder or any other member of the Seller Group (i) execute any memorandum, letter agreement, commitment, letter of intent, or any other agreement with any Person with respect to the possible sale of all or substantially all of the assets of Sellers, including, but not limited to, the Purchased Assets, the capital stock of Sellers, or merger with the company or (ii) engage in any discussions or negotiations with any Person (or engage or permit any agent, representative or advisor to review any offer or negotiate) with respect to the sale of all or substantially all of the assets of Sellers, including, but not limited to, the Purchased Assets, the capital stock of Sellers, or merger with the company or (iii) deliver any of the information with respect to Sellers to any Person with respect to any possible sale of all or substantially all of the assets of Sellers, including, but not limited to, the Purchased Assets, the capital stock of Sellers, or merger with the company.
