No-Shop Provision Clause Samples
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No-Shop Provision. Except as provided for in this Agreement from and after the date hereof until the earlier of the Closing Date or the date on which this Agreement shall have been terminated in accordance with the provisions of Article XII, neither the Company nor any officer, director, agent, or representative of the Company will, nor will they authorize or permit any investment banker, attorney, accountant, consultant, advisor or other representative retained by any of the foregoing in any manner, directly or indirectly, to, (a) effect or seek, or offer (including by way of providing information) or propose (whether publicly or otherwise) to effect, (i) any issuance or sale of any shares of the Company's capital stock or securities convertible into or exercisable for capital stock other than issuances pursuant to the exercise of options outstanding on the date hereof and disclosed in Section 4.2 of the Disclosure Schedule; (ii) any tender or exchange offer or merger or other business combination involving the Company or any Subsidiary; (iii) any recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction with respect to the Company or any Subsidiary; or (iv) any solicitation of proxies (as such terms are used in the proxy rules of the Commission) or consents to vote any shares of the Company's capital stock (except as required by Section 6.5 or 12.1(e)) (each, an "Acquisition Proposal") or (b) enter into any discussions or arrangements with any third party (or provide any information to any third party) with respect to any Acquisition Proposal; provided, however, that if the Board of Directors determines in good faith, after consultation with outside legal counsel to the Company, that the failure to perform any of the foregoing acts would be inconsistent with the Board of Directors' fiduciary duties under applicable Law, the Company may in response to such Acquisition Proposal (which must be a Superior Proposal), furnish information in respect of the Company and its Subsidiaries pursuant to a confidentiality agreement and participate in negotiations and enter into agreements regarding such Acquisition Proposal. The Company will promptly inform Purchaser as to the fact that information is to be provided and the identity of the third-party purchaser after receipt of any Acquisition Proposal and will keep Purchaser informed of the status and details of any such Acquisition Proposal. The term "Superior Proposal" means any bona fide Acquisitio...
No-Shop Provision. In consideration of the substantial expenditure of ----------------- time, effort and expenses to be undertaken by Buyer upon execution of this Agreement, each Seller agrees that it will not, and will cause its directors, officers, representatives, agents and Affiliates not to, directly or indirectly solicit, entertain or encourage inquiries or proposals to dispose of, enter into an agreement to dispose of, negotiate or enter into discussions with any other party to dispose of, or enter into any merger or consolidation with respect to the Assets. Each Seller further agrees that during such time, if any other Person makes an inquiry with respect to any such disposition, Seller shall immediately notify Buyer of such inquiry.
No-Shop Provision. In consideration of the time and effort which the Purchaser will be committing to this undertaking and in recognition of the time necessary to successfully consummate any or all of the proposed transactions contemplated hereby, the Seller agrees that from the Effective Date until the end of the Due Diligence Period or such sooner date that this Agreement terminates, Seller shall not directly or indirectly through any officer, director, employee, stockholder, agent, partner, member, manager, affiliate, or otherwise (i) enter into any agreement, agreement in principle or other commitment (whether or not legally binding) relating to the sale of any or all of the Property or any interest therein (a “Competing Transaction”), or (ii) solicit, initiate or encourage the submission of any proposal or offer from any person or entity (including any of its officers, directors, partners, members, managers, employees, or agents) relating to any Competing Transaction. Notwithstanding the above, Seller may have discussions regarding the Property and the possible sale thereof, with (i) persons and entities with whom Seller had discussions regarding same prior to the Effective Date, and (ii) new third parties, provided Seller is not the initiator of discussions with these new third parties (that is, if Seller is approached by a new third party regarding same), but such discussions shall not be of a “negotiating” nature, but rather informing these parties that the Property is under contract with a third party, and such discussions shall be subject to the confidentiality provisions set forth in Paragraph 13(1) hereof.
No-Shop Provision. From the date hereof until the Closing Date, the Seller shall not:
(a) enter into any agreement, understanding or arrangement relating to any proposal, plan, agreement, understanding or arrangement contemplating (directly or indirectly):
(i) any merger, consolidation, reorganization, recapitalization or similar transaction involving the Seller, any of Seller’s subsidiaries or any other entity controlled by Seller or any of Seller’s subsidiaries;
(ii) any transfer or issuance of any capital stock or other securities of Seller, any of Seller’s subsidiaries or any other entity controlled by Seller or any of Seller’s subsidiaries for the purpose of effecting a change of control of Seller, or
(iii) any transfer of any material asset of the Business (collectively, an “Acquisition Proposal”).
(b) engage in any discussions or negotiations relating to, any Acquisition Proposal;
(c) provide any information regarding Buyer or its business or operations to any party (other than to Buyer) in connection with any possible Acquisition Proposal; or
(d) solicit or encourage the submission of any Acquisition Proposal;
(e) provided however, that from the date hereof until the Closing Date, the Seller may engage in discussions with other parties regarding the purchase of solely the assets of the Seller not utilized in the Business.
(f) In addition, Seller shall use its commercially reasonable efforts to prevent any Associate of Seller from doing any of the foregoing. “Associate” means, with respect to Seller: (i) Seller’s subsidiaries and other entities under the control of the Seller, (ii) Seller’s directors, officers, employees, agents, representatives, accountants, attorneys and advisors, and (iii) the directors, officers, employees, partners, agents, representatives, accountants, attorneys and advisors of the Seller’s subsidiaries and other affiliates.
No-Shop Provision. From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement pursuant to its terms, the Wired Companies will not, and will instruct their respective officers, directors, employees, agents, representatives and affiliates not to, directly or indirectly (a) solicit or knowingly encourage submission of any Acquisition Proposal (as defined below) by any person, entity or group (other than Purchaser) or (b) participate in any discussions or negotiations with, or disclose any non-public information concerning Ventures or any of its subsidiaries to, any person, entity or group (other than Purchaser) in connection with any Acquisition Proposal with respect to Ventures or any material subsidiary. For the purposes of this Agreement, "Acquisition Proposal" means any proposal or offer for any merger, consolidation, sale of substantial assets, equity or debt financing, disposition of all or any substantial portion of the Intellectual Property Rights or similar transactions involving Ventures or any of its material subsidiaries (other than sales of assets in the ordinary course of business or as permitted by the terms of this Agreement). Upon execution of this Agreement, Ventures will immediately cease any and all existing activities, discussion or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. In the event Ventures receives any Acquisition Proposal after the date of this Agreement, it will as promptly as practicable thereafter notify Purchaser of the existence and all material terms of such Acquisition Proposal.
No-Shop Provision. Peru Co. and the Shareholders agree that, from the date hereof until Closing or termination of this Agreement, neither will take any action, directly or indirectly, to solicit indications of interest in, or offers for, any transaction similar to the Exchange or any investment into Peru Co. from anyone other than the Company. Peru Co. agrees promptly to inform the Company of any offers or solicitations for a similar transaction, including the terms thereof, made by any third party, provided that the foregoing shall not include casual oral offers or solicitations not formally considered by Peru Co. Violation by Peru Co. of any of the requirements of this paragraph shall constitute a material breach of this Agreement.
No-Shop Provision. During the period commencing on the date hereof and ending on the earlier of the Closing or the termination of the Acquisition Agreement, each Noteholder agrees that, except as otherwise specifically permitted herein, neither Noteholder nor any of its officers, directors, employees, agents, representatives or affiliates will directly or indirectly solicit or initiate discussions or negotiations with any person concerning an Alternative Transaction. Notwithstanding the foregoing, each Noteholder and its financial and legal advisors may furnish information to, or enter into discussions with, any person that makes a proposal for an Alternative Transaction to Prosoft, which proposal has not been solicited by either Prosoft or the Noteholders after the date hereof. Each Noteholder may only consent to an Alternative Transaction if it provides purchase price consideration to Prosoft of at least $100,000 more than the Purchase Price, net of any termination fee that is payable to VCampus pursuant to Section 8.10 of the Acquisition Agreement.
No-Shop Provision. From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, Seller will not, and will instruct the Company and the Company's and Seller's respective directors, officers, employees, representatives, investment bankers, agents and Affiliates not to, (1) solicit or initiate the submission of any Acquisition Proposal (as defined below) by any person, entity or group (other than Purchaser and its Affiliates, agents and representatives) or (2) participate in any discussions or negotiations or enter into any agreement or understanding with any person, entity or group (other than Purchaser and its Affiliates, agents and representatives) in connection with any Acquisition Proposal. Upon execution of this Agreement, Seller will cease, and will cause the Company to cease, all current discussions relating to any Acquisition Proposal (other than discussions with Purchaser and its Affiliates, agents and representatives). For the purposes of this Agreement, an "Acquisition Proposal" means any proposal or offer for any merger, exchange offer, sale of shares, consolidation, sale of all or substantially all of the assets of or similar corporate transaction with respect to the Company (other than sales of assets in the ordinary course of business in immaterial amounts or as otherwise permitted under the terms of this Agreement).
No-Shop Provision. During the period from the date of this Agreement to the earlier of the termination of this Agreement and the Closing, DMFC shall not, and shall cause the Company and its Subsidiaries and their respective directors, officers, employees, agents and representatives not to (a) solicit, initiate or encourage, directly or indirectly, any inquiries, discussions, proposals or offers for, (b) continue, propose or enter into any discussions or negotiations looking toward, (c) consider any proposal for, or (d) enter into any agreement or understanding providing for, any acquisition by a third party of the capital stock, assets or businesses of DMFC, the Company or any of its Subsidiaries; nor shall any of such persons or entities provide any information to any Person (other than Purchasers and their representatives, accountants, advisors, consultants and counsel) for the purpose of evaluating or determining whether to make or pursue any inquiries or proposals with respect to any such transactions. DMFC will promptly advise Purchasers of, and communicate to Purchasers the terms of, any such inquiry or proposal that the officers or directors of any member of the Del Monte Group may receive or of which such persons may become aware during the period referred to in the first sentence of this subsection and which any of the foregoing persons believes to be a bona fide offer or a serious indication of interest.
No-Shop Provision. Until the Offering contemplated hereby is closed or terminated, the Company agrees that it will not negotiate with any other person relating to a possible public or private offering or placement of the Company’s securities. In addition, if there is no Closing or completed Offering as set forth herein and the Company enters into discussions to merge or sell the Company with any third party, then the Company shall explore in good faith retaining Oppenheimer as its mergers and acquisition advisor for such transaction (pursuant to a separate agreement) on terms and conditions mutually acceptable to the Company and Oppenheimer. Notwithstanding the foregoing, the Company is under no obligation to retain Oppenheimer as its mergers and acquisitions advisor and may elect not to do so in its sole discretion.