Common use of No-Shop Provisions Clause in Contracts

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. The Each of Seller and the Company hereby covenants and agrees that (ai) it will not, and will not permit any of its Affiliates to, directly or indirectly (including the Partnership) tothrough 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 officers, directors or employees of the Partnership Company or any investment banker, financial advisor, attorney, accountant or other representative retained by the Seller or Xxxxxx, the Company or any of their Affiliates (including the Partnership) to take any such action; , and (bii) Seller and the Seller Company will promptly notify the Buyers Buyer of all relevant terms of any such inquiries and proposals received by it any of them or any of its their Affiliates (including the Partnership) or by any such officerof Seller's or the Company's officers, employeedirectors, investment bankerbankers, financial advisoradvisors, attorneyattorneys, accountant accountants or other representative representatives relating to any of such matters, and if such inquiry or proposal is in writing, Seller and the Seller Company will promptly deliver or cause to be delivered to the Buyers Buyer 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 PartnershipCompany: (i) any merger, consolidation, share exchange, business combination or similar transactiontransaction (other than the Reorganization); (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of the assets of the Partnership Company (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 PartnershipCompany.

No-Shop Provisions. The Seller Each of the Sellers hereby represents, covenants and agrees that (a) at all times during the Interim Period, it will not, and will not permit any of its Affiliates (including the Partnership) to, initiate, solicit 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)Transaction, 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 officers, directors, managers or employees of the Partnership Sellers or any investment banker, financial advisor, attorney, accountant accountant, or other representative retained by the Seller or Xxxxxx, Sellers or any of their Affiliates (including the Partnership) to take any such action; and (b) the . A Seller will promptly notify the Buyers of all relevant terms of any Buyer immediately after receipt by such inquiries and proposals received by it Seller (or any of its Affiliates (including officers, directors, advisors or other representatives) of any bona fide proposal for or written bona fide inquiry respecting any Competing Transaction, or any request for nonpublic information in connection with such proposal or inquiry or for access to the Partnership) assets, properties, books or records of the Companies by any Person that informs or has informed such officer, employee, investment banker, financial advisor, attorney, accountant Seller that it is considering making or other representative relating has made such a proposal or inquiry. Such notice to any Buyer shall indicate in reasonable detail the identity of the Person making such proposal or inquiry and the terms and conditions of such matters, and if such inquiry proposal 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 Partnershipinquiry.

No-Shop Provisions. The Seller hereby covenants and agrees that until the earlier of the Closing or termination of this Agreement pursuant to Section 8.1: (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 Acquisition Transaction (as defined below), or enter into discussions or negotiate with any Person in furtherance of such inquiries or to obtain a Competing any Acquisition Transaction, or endorse or agree to endorse any Competing Acquisition Transaction, or authorize or permit any of the directors, managers, officers or employees of the Partnership Seller or any investment banker, financial advisor, attorney, accountant or other representative retained by the Seller or Xxxxxx, or any Affiliate of their Affiliates (including the Partnership) Seller to take any such action; and (b) the Seller will promptly notify the Buyers Buyer of all relevant terms of any such inquiries and proposals received by it Seller, any Affiliate of Seller or any of its Affiliates (including the Partnership) or by any such director, manager, 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 Buyer a copy of such inquiry or proposal. For purposes of this Agreement, "Competing “Acquisition Transaction" ” means any of the following (other than the transactions contemplated by this Agreement) involving the PartnershipBusiness: (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 used in the Partnership (Business, other than sales of inventory in the ordinary course of business and consistent with past practice)business; or (iii) any offer, sale or other transfer offer for any of any the equity interest in the Partnershipcapital of Seller.