Common use of No Solicitation; Acquisition Proposals Clause in Contracts

No Solicitation; Acquisition Proposals. From the date hereof until the Closing or until this Agreement is terminated or abandoned as provided in Article VIII, Seller shall not directly or indirectly (i) solicit or ------------ initiate (including by way of furnishing any information) discussions with or (ii) enter into negotiations or agreements with, or furnish any information to, any corporation, partnership, person or other entity or group (other than Buyer, an affiliate of Buyer or its authorized representatives) concerning any proposal for a merger, sale of substantial assets, sale of shares of stock or securities or other takeover or business combination transaction (the "ACQUISITION PROPOSAL") involving either of the Companies, and each of the Companies will instruct its officers, directors, advisors and other financial and legal representatives and consultants not to take any action contrary to the foregoing provisions of this sentence. Seller will, or will cause each of the Companies to, notify Buyer promptly in writing if it becomes aware that any inquiries or proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated with either of the Companies with respect to an Acquisition Proposal. Seller shall immediately cease any existing activities, discussions or negotiations with any third parties which may have been conducted on or prior to the date hereof with respect to an Acquisition Proposal and shall direct and use reasonable efforts to cause its officers, advisors and representatives not to engage in any such activities, discussions or negotiations.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Security Group Inc/Tn)

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No Solicitation; Acquisition Proposals. From the date hereof until the Closing or until this Agreement is terminated or abandoned as provided in Article VIII7, Seller neither the Sellers nor the Shareholders shall not directly or indirectly (i) solicit or ------------ initiate (including by way of furnishing any information) discussions with or (ii) enter into negotiations or agreements with, or furnish any information to, any corporation, partnership, person or other entity or group (other than BuyerPurchaser, an affiliate of Buyer or its authorized representativesrepresentatives pursuant to this Agreement) concerning any proposal for a merger, sale of substantial assets, sale of shares of stock or securities or other takeover or business combination transaction involving the Business or the Assets (the "ACQUISITION PROPOSALAcquisition Proposal") involving either of the Companies), and each of the Companies Sellers and Shareholders will instruct its their respective officers, directors, advisors and other financial and legal representatives and consultants not to take any action contrary to the foregoing provisions of this sentence. Seller will, or The Sellers and Shareholders will cause each of the Companies to, notify Buyer Purchaser promptly in writing if it becomes any of them become aware that any inquiries or proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated with either any of the Companies Sellers or Shareholders or their representatives with respect to an Acquisition Proposal. Seller shall immediately cease any existing activities, discussions or negotiations with any third parties which may have been conducted on or prior to the date hereof with respect to an Acquisition Proposal and shall direct and use reasonable efforts to cause its officers, advisors and representatives not to engage in any such activities, discussions or negotiations.

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthcare Recoveries Inc)

No Solicitation; Acquisition Proposals. From the date hereof until the Closing or until this Agreement is terminated or abandoned as provided in Article VIII7, Seller shall not directly or indirectly (i) solicit or ------------ initiate (including by way of furnishing any information) discussions with or (ii) enter into negotiations or agreements with, or furnish any information to, any corporation, partnership, person or other entity or group (other than Buyer, an affiliate of Buyer Purchaser or its authorized representativesrepresentatives pursuant to this Agreement) concerning any proposal for a merger, sale of substantial assets, sale of shares of stock or securities or other takeover or business combination transaction (the "ACQUISITION PROPOSALAcquisition Proposal") involving either of the CompaniesBusiness or the Purchased Assets, and each of the Companies Seller will instruct its officers, directors, advisors and other financial and legal representatives and consultants not to take any action contrary to the foregoing provisions of this sentenceSection 5.3. Seller will, or will cause each of the Companies to, notify Buyer Purchaser promptly in writing if it becomes any of them shall become aware that any inquiries or proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated with either of the Companies Seller or its representatives with respect to an Acquisition Proposal. Seller shall immediately cease any existing activities, discussions or negotiations with any third parties which may have been conducted on or prior to the date hereof with respect to an Acquisition Proposal and shall direct and use reasonable efforts to cause its officers, advisors and representatives not to engage in any such activities, discussions or negotiations.

Appears in 1 contract

Samples: Asset Purchase Agreement (Horizon Medical Products Inc)

No Solicitation; Acquisition Proposals. From the date hereof until -------------------------------------- the Closing or until this Agreement is terminated or abandoned as provided in Article VIII9, Seller shall not directly or indirectly (i) solicit or ------------ initiate (including by way of furnishing any information) discussions with or (ii) enter into negotiations or agreements with, or furnish any information to, any corporation, partnership, person or other entity or group (other than Buyer, an affiliate of Buyer Purchaser or its authorized representativesrepresentatives pursuant to this Agreement) concerning any proposal for a merger, sale of substantial assets, sale of shares of stock or securities or other takeover or business combination transaction (the "ACQUISITION PROPOSALAcquisition Proposal") involving either of the CompaniesBusiness or the Purchased Assets, and each of the Companies Seller will instruct its officers, directors, advisors and other financial and legal representatives and consultants not to take any action contrary to the foregoing provisions of this sentence. Seller will, or will cause each of the Companies to, notify Buyer Purchaser promptly in writing if it becomes aware that any inquiries or proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated with either of the Companies it or its representatives with respect to an Acquisition Proposal. Seller shall immediately cease any existing activities, discussions or negotiations with any third parties which may have been conducted on or prior to the date hereof with respect to an Acquisition Proposal and shall direct and use reasonable efforts to cause its officers, advisors and representatives not to engage in any such activities, discussions or negotiations.

Appears in 1 contract

Samples: Asset Purchase Agreement (Westower Corp)

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No Solicitation; Acquisition Proposals. From the date hereof until the Closing or until this Agreement is terminated or abandoned as provided in Article VIII7, neither the Seller nor the Shareholder shall not directly or indirectly (i) solicit or ------------ initiate (including by way of furnishing any information) discussions with or (ii) enter into negotiations or agreements with, or furnish any information to, any corporation, partnership, person or other entity or group (other than BuyerPurchaser, an affiliate of Buyer or its authorized representativesrepresentatives pursuant to this Agreement) concerning any proposal for a merger, sale of substantial assets, sale of shares of stock or securities or other takeover or business combination transaction involving the Business or the Assets (the "ACQUISITION PROPOSALAcquisition Proposal") involving either of the Companies), and each of the Companies Seller and Shareholder will instruct its respective officers, directors, advisors and other financial and legal representatives and consultants as applicable, not to take any action contrary to the foregoing provisions of this sentence. Seller will, or and Shareholder will cause each of the Companies to, notify Buyer Purchaser promptly in writing if it becomes any of them become aware that any inquiries or proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated with either of the Companies Seller or Shareholder or their representatives with respect to an Acquisition Proposal. Seller shall immediately cease any existing activities, discussions or negotiations with any third parties which may have been conducted on or prior to the date hereof with respect to an Acquisition Proposal and shall direct and use reasonable efforts to cause its officers, advisors and representatives not to engage in any such activities, discussions or negotiations.

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthcare Recoveries Inc)

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