No-Shop (Exclusivity). The seller’s agreement not to negotiate with a third party for the sale of the business during a specified period of time. This agreement is usually provided by both the entity owning the business with respect to the business assets[7] and the seller with respect to the seller’s ownership interest in the business.
No-Shop (Exclusivity). From and after the date hereof, until the termination or expiration of this Agreement as provided for in Article VIII hereof, neither the Company nor any of the Stockholders, will directly or indirectly through any trustee, director, officer, agent, or otherwise, initiate, solicit or deliberately encourage submission of proposals or offers from any person or entity relating to any acquisition or purchase of all or (other than funeral commodities in the ordinary course of business) a material amount of the assets or the shares of the Company, or any merger, consolidation or business combination with the Company; provided, however, that as may be required by the Company's fiduciary duties under applicable law as advised by counsel, the Company may participate in any discussions or negotiations regarding, and may furnish to any other person information with respect to any of the foregoing. The Company shall promptly notify Acquisition if any such proposal or offer, or any inquiry or contact with respect thereto, is made as well as the terms and conditions of any such proposal or offer.
No-Shop (Exclusivity). From and after the date hereof and prior to the earlier of the Closing or the date this Agreement is terminated, the Company and Sellers shall not (and the Company shall use its reasonable best efforts to cause its Representatives not to) directly or indirectly, solicit, knowingly encourage or initiate the submission of any proposal or offer from any Person relating to, or enter into or consummate any transaction relating to, the acquisition of any equity interests or any material portion (i.e., 5%) of the assets of the Company (whether by merger, recapitalization, share exchange, sale of assets or any other similar transaction) (each, an “Acquisition Transaction”) or participate in any discussions or negotiations regarding, furnish any information with respect to, or assist or participate in any effort or attempt by any Person to do or seek any of the foregoing. The Company shall, and shall cause all of its Representatives to, terminate any and all negotiations or discussions with, and data room access (electronic or physical) provided to, any third party regarding any proposal concerning any Acquisition Transaction.
No-Shop (Exclusivity). Between the date of this letter and the Expiration Date, as defined below, (the “No-Shop Period”), or such earlier date as Buyer, the Company and Owner all agree to discontinue discussions of the Acquisition, Owner will not, and the Company will not (and will use its best efforts to ensure that its officers, directors, employees, affiliates and legal, accounting and financial advisors or agents do not on its behalf), take any action to solicit, initiate, seek, encourage, discuss or support any proposal or offer from, furnish any information to, or participate in any negotiations with, any corporation, partnership, person or other entity or group (other than negotiations with Buyer) regarding any acquisition of the Company, any merger or consolidation with or involving the Company, any acquisition of any portion of the stock or assets of the Company or any acquisition of the Real Property. The Company and Owner agree that any such negotiations (other than negotiations with Buyer) in progress as of the date of this letter will be suspended during such period. In no event will the Company or Owner accept or enter into an agreement concerning any such third party acquisition transaction during such period. The Company and Owner will notify Buyer immediately (not later than 24 hours) after receipt by Owner, the Company or its officers and directors or after such time as the officers and directors become aware of such receipt by any of the Company’s shareholders, employees, affiliates or advisors, of any unsolicited proposal for any third party acquisition transaction or any request for nonpublic information in connection with such a proposal or for access to the Real Property, the properties, books or records of the Company by any person or entity that informs the Company or Owner that it is considering making, or has made, such a proposal. Such notice to Buyer will be made in writing and will indicate in reasonable detail the terms and conditions of such proposal (which details need not include the identity of the offeror). This letter (except as set forth in Section 8 hereof) shall terminate and have no further force and effect on the date that is sixty (60) days from the date hereof (the expiration of such period being the “Expiration Date”).
No-Shop (Exclusivity). Upon the parties' execution of this Agreement and through Closing or the termination of this Agreement as provided herein, Seller will not solicit, initiate, or encourage the submission of any additional proposals or offers from any persons other than Purchaser relating to the acquisition of the Premises or participate in any additional discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person other than Purchaser to acquire the Property.
No-Shop (Exclusivity). Each Party agrees that neither it, nor any of its equity holders or representatives shall, directly or indirectly, through affiliates or otherwise, enter into or conduct or participate in discussions, or furnish information to, any other person, or solicit or initiate or continue any negotiations, proposals or offers of any kind with respect to a sale of the Assets or any other transaction which would prevent or impede the completion of the Transaction.
No-Shop (Exclusivity). From the date hereof until the earlier to occur of the Closing Date or the termination of this Agreement in accordance with Article VIII, Post shall not, and shall not permit any of its Representatives or Affiliates to, except as contemplated by this Agreement with respect to the Investor, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into any transaction involving a merger, consolidation, business combination, or sale of any equity interests or material assets of the Companies (an “Acquisition Transaction”); (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction; (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Companies in connection with an Acquisition Transaction; or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.
No-Shop (Exclusivity). From and after the date hereof, until the -------------------- termination or expiration of this Agreement as provided for in Article VIII hereof (the "Exclusivity Period"), the Principals and the Company will not, and the Company will cause each of its Subsidiaries, Representatives and Affiliates not to, directly or indirectly, initiate, solicit, encourage, take any action to facilitate or consider any inquiries, proposals or offers by any Person (except the Acquisition Companies) relating to any Acquisition Proposal (as defined below), or participate in any discussions or negotiations with, or disclose or afford access to non-public information concerning the Company or its Subsidiaries, or otherwise assist, cooperate with or encourage, or enter into any agreement or understanding with any Person, in connection with any Acquisition Proposal. The term "Acquisition Proposal" means any proposal relating to a possible acquisition or change of control of the Company or any Subsidiary by (i) merger, consolidation or similar transaction; (ii) sale of all or a substantial proportion of the assets of the Company or any Subsidiary; and/or (iii) sale of more than 15% of the equity securities (or securities converted into equity securities) of the Company or any Subsidiary. In addition, during the Exclusivity Period, the Principals and the Company will not, and the Company will cause its Representatives and Affiliates not to, directly or indirectly, make or authorize any statement, recommendation or solicitation in support of an Acquisition Proposal made by any Person (other than the Acquisition Companies). The Company shall promptly notify the Acquisition Companies if any proposal or offer, or any inquiry or contact with respect thereto, is made as well as the terms and conditions of any such proposal or offer. Each of the parties has duly executed and delivered this Agreement on the date first hereinabove written. EXCELSUS TECHNOLOGIES, INC., a California corporation By: /s/ Frederick J. Kiko --------------------------------------- Frederick J. Kiko President PULSE ENGINEERING, INC., a Delaware corporation By: /s/ John L. Kowalski --------------------------------------- Name: John L. Kowalski Title: Presidxxx PULSE ACQUISITION CORPORATION, a Delaware corporation By: /s/ John L. Kowalski --------------------------------------- Name: John L. Kowalski Title: Presidxxx PRINCIPALS: /s/ Frederick J. Kiko ------------------------------------------ Frederick J. Kiko, Indi...
No-Shop (Exclusivity). From the date of this Agreement until the earlier of (a) the Closing Date or (b) the termination of this Agreement, Seller shall not, and shall use all reasonable efforts to cause its officers, managers, members, employees, directors, partners, investment bankers, attorneys, financial advisors, accountants, agents, representatives, affiliates and Subsidiaries not to, directly or indirectly, take any action to solicit, initiate or participate in discussions or negotiations with, or encourage the submission of any offer or proposal that constitutes, or may reasonably be expected to lead to an acquisition of all or any part of the Company, whether by purchase of assets, exclusive license, joint venture formation, purchase of securities (whether debt or equity and including, without limitation, securities convertible into or exchangeable for shares of capital stock), business combination, merger, consolidation, liquidation, dissolution or otherwise, other than in connection with the transactions contemplated by this Agreement.
