No shop restriction. Subject to clause 13.13, during the Exclusivity Period, the Company must not, and must procure that each of its Representatives does not, directly or indirectly:
(a) solicit, invite, encourage or initiate any Competing Proposal or any offer, proposal, expression of interest, enquiry, negotiation or discussion with any Third Party in relation to, or for the purpose of, or that may reasonably be expected to encourage or lead to, a Competing Proposal; or
(b) assist, encourage, procure or induce any person to do any of the things referred to in clause 13.1(a) on its behalf.
No shop restriction. (a) During the term of this document, Ludowici must ensure that neither it nor any of its Representatives, directly or indirectly solicits, invites, facilitates, encourages or initiates any enquiries, negotiations or discussions, or communicates any intention to do any of these things, with a view to obtaining any expression of interest, offer or proposal from any person in relation to a Competing Proposal.
(b) Nothing in paragraph (a) prevents Ludowici from continuing to make normal presentations to, and to respond to enquiries from, brokers, portfolio investors and analysts in the ordinary course in relation to the Scheme or its business generally.
No shop restriction. During the Exclusivity Period, except with the prior written consent of Bidder, Gloucester must not, and must ensure that none of its Representatives or agents, directly or indirectly solicit, invite, encourage or initiate any Competing Proposal or any enquiries, negotiations or discussions with any Third Party in relation to, or that may reasonably be expected to lead to, a Competing Proposal, or communicate any intention to do any of those things.
No shop restriction. Subject to clause 12.11, during the Exclusivity Period, Target must not, and must procure that each of its Representatives does not, directly or indirectly:
(a) solicit, invite, encourage or initiate any Competing Proposal or any offer, proposal, expression of interest, enquiry, negotiation or discussion with any Third Party in relation to, or for the purpose of, or that may reasonably be expected to encourage or lead to, a Competing Proposal; or
(b) assist, encourage, procure or induce any person to do any of the things referred to in clause 12.1(a) on its behalf.
No shop restriction. (a) During the Exclusivity Period the Target RE must not, and must ensure that none of its advisers directly or indirectly solicit, invite, initiate or encourage the submission of a Competing Proposal or, any enquiries, negotiations or discussions, which might reasonably be expected to encourage or lead to obtaining any expression of interest, offer or proposal from any person in relation to an actual, proposed or potential Competing Proposal or communicate to any person an intention to do any of these things.
(b) Target RE must notify Bidder RE in writing of:
(i) any approach, inquiry or proposal made to, and any attempt to initiate negotiations or discussions with, Target RE or any of its advisers with respect to any actual, proposed or potential Competing Proposal; or
(ii) any request for information relating to any of Target RE or its business and assets, if Target RE has reasonable grounds to suspect that it may relate to an actual, proposed or potential Competing Proposal, whether direct or indirect, whether solicited or unsolicited, and in writing or otherwise.
No shop restriction. During the Exclusivity Period, except with the prior written consent of HUB24, Xplore must not, and must ensure that none of its Related Bodies Corporate nor any of their Authorised Persons, directly or indirectly
(a) solicit, invite, encourage, continue or initiate any Competing Proposal or any enquiries, negotiations or discussions with any third party in relation to, or that may reasonably be expected to encourage or lead to, an actual, proposed or potential Competing Proposal or which may otherwise lead to the Proposed Transaction not being completed; or
(b) solicit, invite, encourage or initiate approaches, enquiries, discussions or proposals with a view to obtaining any offer, proposal or expression of interest from any person in relation to, or which may reasonably be expected to lead to, an actual, proposed or potential Competing Proposal, or communicate any intention to do any of those things.
No shop restriction. During the Exclusivity Period CCV must ensure that neither it nor any of its Representatives directly or indirectly initiates, solicits or encourages any enquiries, negotiations or discussions, or communicates any intention to do any of these things, with a view to a Competing Proposal, or which would reasonably be expected to lead to a Competing Proposal.
No shop restriction. 46 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated October 15, 1999, among Access One Communications Corp. ("Access One"), a New Jersey corporation; Xxx Xxxxxx, a principal shareholder of Access One ("Xxxxxx"); OmniCall Acquisition Corp. ("Newco"), a Florida corporation; OmniCall, Inc. ("OmniCall"), a South Carolina corporation; and the OmniCall shareholders (the "Principal Shareholders") listed on the signature pages of this Agreement.
No shop restriction. From the date of execution of this Agreement, until January 31, 2000 or until the earlier termination of this Agreement, whichever shall first occur, neither OmniCall nor the Principal Shareholders will, directly or indirectly, without the prior written consent of Access One and Xxxxxx, entertain, encourage, participate in, or initiate discussions or accept any offer or engage in negotiations with any corporation, partnership, person or entity other than Access One, Newco, and Xxxxxx, concerning any possible proposal regarding any transaction involving the sale, merger, or disposition of all or any part of OmniCall or any of its assets.
No shop restriction. (a) During the Exclusivity Period, Target must ensure that neither it nor any of its Representatives, directly or indirectly solicits, invites, facilitates, encourages or initiates any enquiries, negotiations or discussions, or communicates any intention to do any of these things, with a view to obtaining any expression of interest, offer or proposal from any person in relation to a Competing Proposal.
(b) Nothing in paragraph (a) prevents Target from continuing to make normal presentations to, and to respond to enquiries from, brokers, portfolio investors and analysts in the ordinary course in relation to the Scheme or its business generally.
