No-Shop Provisions. (a) From and after the date of the execution and delivery of this Agreement by Sellers until the earlier of (a) Closing, (b) ninety (90) days after the termination of this Agreement by Buyers for Sellers’ breach hereunder or (c) the date of termination of this Agreement for any other reason, Sellers shall not (and will not permit any Affiliate or any other Person acting for or on behalf of Sellers to), without the prior written consent of Buyers: (i) offer for lease or sale the Purchased Assets (or any material portion thereof) or any ownership interest in any Seller other than HealthSouth; (ii) solicit offers to buy or lease all or any material portion of Purchased Assets or any ownership interest in any Seller other than HealthSouth; (iii) hold discussions with any party (other than Buyers) looking toward such an offer or solicitation or looking toward a merger or consolidation with any Seller other than HealthSouth; (iv) enter into any agreement with any party (other than Buyers) with respect to the lease, sale or other disposition of the Purchased Assets (or any material portion thereof) or any ownership interest in any Seller other than HealthSouth or with respect to any merger, consolidation or similar transaction involving any Seller other than HealthSouth; or (v) furnish or cause to be furnished any information with respect to the Purchased Assets to any Person that Sellers or such Affiliate or any such Person acting for or on their behalf knows or has reason to believe is in the process of considering any such acquisition, merger, consolidation, combination or reorganization. If any Seller receives from any Person (other than from Buyers or a representative thereof) any offer, inquiry or informational request referred to above, such Seller will promptly advise such Person, by written notice, of the terms of this Section 6.8 and will promptly advise Buyers of such offer, inquiry or request and deliver a copy of such notice to Buyers together with a copy of all documents that constitute, relate or refer to any and all responses to such offer, inquiry or request. Sellers have advised Buyers that the partners of Houston Rehabilitation Associates have a consent right with respect to the sale of the assets of Houston Rehabilitation Associates, which consent right will be triggered by the execution and delivery of this Agreement. Notwithstanding anything in this Section 6.8(a) to the contrary, any responses to requests for information pertaining to Houst...
No-Shop Provisions. The Seller hereby covenants and agrees that (a) it will not, and will not permit any of its Affiliates (including the Partnership) to, initiate, solicit or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal relating to, or that may reasonably be expected to lead to, any Competing Transaction (as defined below), or enter into discussions or negotiate with any Person in furtherance of such inquiries or to obtain a Competing Transaction, or endorse or agree to endorse any Competing Transaction, or authorize or permit any of the officers or employees of the Partnership or any investment banker, financial advisor, attorney, accountant or other representative retained by the Seller or Xxxxxx, or any of their Affiliates (including the Partnership) to take any such action; and (b) the Seller will promptly notify the Buyers of all relevant terms of any such inquiries and proposals received by it or any of its Affiliates (including the Partnership) or by any such officer, employee, investment banker, financial advisor, attorney, accountant or other representative relating to any of such matters, and if such inquiry or proposal is in writing, the Seller will promptly deliver or cause to be delivered to the Buyers a copy of such inquiry or proposal. For purposes of this Agreement, "Competing Transaction" means any of the following (other than the transactions contemplated by this Agreement) involving the Partnership: (i) any merger, consolidation, share exchange, business combination or similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of the assets of the Partnership (other than sales of inventory in the ordinary course of business and consistent with past practice); or (iii) any offer, sale or other transfer of any equity interest in the Partnership.
No-Shop Provisions. Until the Closing or the termination of this Agreement by Buyer, Seller hereby covenants and agrees that (i) they will not, and will not permit any of its Affiliates (including the stockholders of Seller) to, directly or indirectly (through agents or otherwise), initiate, solicit or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal relating to, or that may reasonably be expected to lead to, any Competing Transaction (as defined below), or enter into discussions or negotiate with any Person in furtherance of such inquiries or to obtain a Competing Transaction, or endorse or agree to endorse any Competing Transaction, or authorize or permit any of the officers, directors or employees of the Company or any investment banker, financial advisor, attorney, accountant or other representative retained by Seller or any of its Affiliates (including the stockholders of Seller) to take any such action, and (ii) Seller will promptly notify Buyer of all relevant terms of any such inquiries and proposals received by it or any of its Affiliates (including the stockholders of Seller) or by any of Seller’s officers, directors, investment bankers, financial advisors, attorneys, accountants or other representatives relating to any such matters, and if such inquiry or proposal is in writing, Seller will promptly deliver or cause to be delivered to Buyer a copy of such inquiry or proposal. For purposes of this Agreement, “
No-Shop Provisions. (a) From and after the date hereof, each Citadel Party agrees:
No-Shop Provisions. Neither the Company nor the Stockholders has entered into any agreement, commitment or understanding with any other Person with respect to the sale of the Shares or a substantial portion of the business or assets of the Company (whether through an asset sale, stock sale, merger or otherwise). Until the Closing, the Company and the Stockholders agree to negotiate exclusively and in good faith with Buyer with respect to the sale of the Shares or the Company's assets, and neither the Company nor the Stockholders will, directly or indirectly (through agents or otherwise), encourage or solicit any inquiries or accept any proposals by, or engage in any discussions or negotiations with or furnish any information to, any other Person concerning a sale of the Shares or a substantial portion of the assets or business of the Company (whether through an asset sale, stock sale, merger or otherwise), and the Company and each Stockholder will promptly communicate to Buyer the material substance of any inquiry or proposal concerning any such transaction that may be received.
No-Shop Provisions. Neither the Company nor Xxxxx has entered into any agreement, commitment or understanding with any other Person with respect to the sale of the Shares or a substantial portion of the business or assets of the Company (whether through an asset sale, stock sale, merger or otherwise). Until the Closing, the Company and Xxxxx agree to negotiate exclusively and in good faith with Buyer with respect to the sale of the Shares or the Company's assets, and neither the Company nor Xxxxx will, directly or indirectly (through agents or otherwise), encourage or solicit any inquiries or accept any proposals by, or engage in any discussions or negotiations with or furnish any information to, any other Person concerning a sale of the Shares or a substantial portion of the assets or business of the Company (whether through an asset sale, stock sale, merger or otherwise), and the Company and Xxxxx will promptly communicate to Buyer the material substance of any inquiry or proposal concerning any such transaction that may be received.
No-Shop Provisions. From the date hereof until the date this Agreement is terminated in accordance with Section 10.1, neither Quest nor any of its respective agents or Affiliates will, directly or indirectly, solicit or furnish any information to any prospective buyer, commence or conduct negotiations with any other party, or enter into any agreement with any other party concerning the sale of all or any material portion of the Assets.
No-Shop Provisions. Each Seller hereby covenants and agrees that (i) it will not, and will not permit any of its Affiliates (including either Company, MDIC, KMSC or Midwest Mix) to, initiate, solicit or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal relating to, or that may reasonably be expected to lead to, any Competing Transaction (as defined below), or enter into discussions or negotiate with any Person in furtherance of such inquiries or to obtain a Competing Transaction, or endorse or agree to endorse any Competing Transaction, or authorize or permit any of the officers, directors or employees of either Company, MDIC, KMSC or Midwest Mix or any investment banker, financial advisor, attorney, accountant or other
No-Shop Provisions. Until the earlier of the Closing Date or March 12, 1999, the Stockholders will each comply and cause the Company to comply with the following no-shop provisions: (a) the Company and the Stockholders will each negotiate exclusively and in good faith with Parent with respect to the sale of the Company; (b) neither the Company nor any Stockholder will, directly or indirectly (through agents or otherwise), encourage or solicit any inquiries or accept any proposals by, or engage in any discussions or negotiations with or furnish any information to, any other Person concerning a sale of a substantial portion of the assets or business of the Company (whether through an asset sale, stock sale, merger or otherwise); and (c) the Company and the Stockholders will promptly communicate to Parent the material substance of any inquiry or proposal concerning any such transaction that may be received by any of them.
No-Shop Provisions. The Company has not violated any of its obligations under the Letter of Intent.
