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. 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. 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 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. 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. The Seller and the Company, agree that during the period commencing on execution of this Agreement and ending on August 31, 2009, they will not individually or jointly, cause or permit any of their respective Affiliates and/or any of its or their directors, officers, employees, agents or representatives to, (a) negotiate, authorize, recommend, enter into or propose to enter into, with any person other than the Investor or persons designated by the Investor, any transaction involving (directly or indirectly) an issuance, sale or acquisition of 1% or more of any class or series of securities of the Company, a sale or lease of material assets of Company and/ (other than in the ordinary course of the Company’s business consistent with past custom and practice), and/or any merger, recapitalization, business combination, strategic alliance, joint venture or similar transaction involving the Company (a “Competing Transaction”), (b) continue to engage in any pending discussions or negotiations with any third party concerning any previously proposed Competing Transaction, (c) encourage, solicit or initiate discussions, negotiations or submissions of proposals, indications of interest or offers in respect of a Competing Transaction, and/or (d) furnish or cause to be furnished to any person any information in furtherance of a Competing Transaction (collectively the “No Shop Agreement”). If the Seller and/or the Company receives any inquiry, proposal, indication of interest or offer with respect to a Competing Transaction (“Competing Proposal”), the Seller and the Company will promptly notify the Purchaser of the same and the terms thereof in writing.. This No Shop Agreement may be terminated by the Seller and the Company in the event the Purchaser refuses to close on the transactions contemplated by this Agreement, subject to the conditions set forth herein, on or before July 31, 2009 provided however that such refusal is not the result of any delay caused by the Seller, the Company and/or any of their Affiliates; any intentional act or intentional omission the Seller, the Company and/or any of their Affiliates; and/or the failure by the Seller, the Company, and/or any of their Affiliates to deliver information reasonably requested by the Purchaser. The parties agree that breach of this provision will entitle the Purchaser to injunctive relief to prevent such breach and to specific performance as well as all monetary and other damages allowed by law, including but no...
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. 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 during the Offering period the Company engages in discussions to be acquired, merge, sell all or substantially all of its assets or otherwise effect a corporate reorganization with any other entity and as a result the Offering is terminated, Oppenheimer shall be engaged as the Company’s financial advisor on terms that are reasonable and customary for the size and nature of such a transaction.
No-Shop Provision. DMD and the DMD Holder 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 DMD from anyone other than the Company. DMD 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 DMD. Violation by DMD of any of the requirements of this paragraph shall constitute a material breach of this Agreement.
