No Shop Other Offers Sample Clauses

No Shop Other Offers. Unless and until this Agreement is terminated as provided herein, prior to the consummation of the Merger, each of the Company, the Principal Stockholders and the Stockholders’ Representative agree not to (and shall cause each of their respective representatives, officers, directors, employees, agents and Affiliates not to either (a) (i) solicit, initiate, facilitate or encourage submission of proposals or offers, (ii) direct any other party to solicit, initiate, facilitate or encourage submission of proposals or offers, (iii) respond to any submission, proposal, offer, solicitation or inquiry, (iv) continue or engage in any negotiations or discussion with any person or party, in each case, relating, directly or indirectly, to any merger, consolidation, acquisition or purchase of all or a portion (except for the sale of products and services in the Ordinary Course of the Business) of the Company’s or any of its Subsidiaries’ assets or all or any portion of the capital stock, other equity interest of the Company or any of its Subsidiaries or other equity investment or business combination with the Company or any of its Subsidiaries, or (b) otherwise participate in any discussions or negotiations regarding, or cooperate in any way with, or assist or participate, facilitate or encourage, any effort or attempt by any person or party to do or seek to do any of the foregoing. Unless and until this Agreement is terminated as provided herein, prior to the consummation of the Merger, the Company shall not furnish to any person or party other than Parent or Merger Sub and their representatives any non-public information with respect to an acquisition, business combination or purchase of all or a portion of the capital stock or all or a portion (except for the sale of products and services in the Ordinary Course of the Business) of assets of the Company or any of its Subsidiaries. If the Company, any officers or directors, the Stockholders’ Representative or the Principal Stockholders receive any proposal regarding a transaction described above, then the Company, any officers or directors, the Stockholders’ Representative or the Principal Stockholders, as applicable, shall promptly notify Parent of the existence, material terms and status of any such inquiry or proposal.
Sample 1
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No Shop Other Offers. Unless and until this Agreement is terminated as provided herein, prior to the consummation of the Merger, the Company and the Stockholders’ Representative shall not (and shall cause each of their respective representatives, officers, directors, employees, agents and Affiliates (collectively, “Covered Persons”) not to) either (a) solicit bids or offers or initiate discussions or negotiations with or (b) furnish or cause to be furnished any information concerning the Company or any Company Subsidiary to, any Person (other than Buyer and its Affiliates) relating to any proposal with respect to any merger or consolidation of the Company or any Company Subsidiary with any other Person (other than Buyer and its Affiliates), the acquisition of any securities or any significant portion of the assets and properties of the Company or any Company Subsidiary, or any liquidation, dissolution, restructuring or recapitalization of the Company or any Company Subsidiary. If the Company or any officer or director of any DLJ Entity receives any proposal regarding a transaction described above, then the Company shall (and it shall cause such officer or director of the applicable DLJ Entity to) promptly notify Buyer of the existence, material terms and status of any such inquiry or proposal.
Sample 1
No Shop Other Offers 
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Related to No Shop Other Offers

  • No Other Offering Materials The Company has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus or other materials permitted by the Act to be distributed by the Company; provided, however, that, except as set forth on Schedule II, the Company has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus, except in accordance with the provisions of Section 4(a)(xv) of this Agreement.

  • No Shop None of the Stockholders, the Company, nor any agent, officer, director, trustee or any representative of any of the foregoing will, during the period commencing on the date of this Agreement and ending with the earlier to occur of the Funding and Consummation Date or the termination of this Agreement in accordance with its terms, directly or indirectly:

  • Filings; Other Actions (a) As promptly as reasonably practicable after the date of this Agreement, (i) the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

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