No Solicitation; Acquisition Proposals. The Sellers and the Target agree that during the Exclusivity Period, neither the Sellers nor the Target will, directly or indirectly, through any officer, director, employee, partner, stockholder, agent, or Affiliate or otherwise, except in furtherance of the transactions contemplated by this Agreement and in connection with the sale of inventory in the Ordinary Course of Business (i) solicit, initiate, or encourage submission of proposals or offers from any Person relating to any transactions contemplated herein or to the direct or indirect purchase of a material amount of the assets of, or any equity interest in, or any merger, consolidation, or business combination with, the Target (collectively, an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with or assist, facilitate, or encourage, any Acquisition Proposal by any Person, (iii) enter into any agreement, arrangement, or understanding with respect to an Acquisition Proposal, or (iv) sell, transfer, or otherwise dispose of, or enter into any agreement, arrangement, or understanding with respect to, any interest in the assets, capital stock or other equity interests of the Target.
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Samples: Stock Purchase Agreement (Phoenix Footwear Group Inc)
No Solicitation; Acquisition Proposals. The Sellers Company and the Target Sellers agree that during from the Exclusivity Perioddate hereof through the Closing Date or the date of termination of this Agreement in accordance with Section 12.1, as the case may be, neither the Sellers Company nor the Target any Seller will, directly or indirectly, through any officer, director, employee, leased employee, partner, stockholder, agent, or Affiliate or otherwise, except in furtherance of the transactions contemplated by this Agreement and in connection with the sale of inventory in the Ordinary Course of Business (ia) solicit, initiate, or encourage submission of proposals or offers from any Person relating to any transactions contemplated herein or to the direct or indirect purchase of a material amount of the assets of, or any equity interest in, or any merger, consolidation, or business combination with, the Target Company (collectively, an "Acquisition Proposal"), (iib) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with or assist, facilitate, or encourage, any Acquisition Proposal by any Person, (iiic) enter into any agreement, arrangement, or understanding with respect to an Acquisition Proposal, or (ivd) sell, transfer, or otherwise dispose of, or enter into any agreement, arrangement, or understanding with respect to, any interest in the assets, capital stock or other equity interests of the TargetCompany.
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No Solicitation; Acquisition Proposals. The Company and each of the Sellers and the Target agree that during from the Exclusivity Perioddate hereof through the Closing Date or the date of termination of this Agreement in accordance with Article IX, as the case may be, neither the Sellers Company nor the Target any Seller will, directly or indirectly, through any officer, director, employee, leased employee, partner, stockholder, agent, or Affiliate or otherwise, except in furtherance of the transactions contemplated by this Agreement and in connection with the sale of inventory in the Ordinary Course of Business (ia) solicit, initiate, or encourage submission of proposals or offers from any Person relating to any transactions contemplated herein or to the direct or indirect purchase of a material amount of the assets of, or any equity interest in, or any merger, consolidation, or business combination with, the Target any Neptune Company (collectively, an "Acquisition Proposal"), (iib) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with or assist, facilitate, or encourage, any Acquisition Proposal by any Person, (iiic) enter into any agreement, arrangement, or understanding with respect to an Acquisition Proposal, or (ivd) sell, transfer, or otherwise dispose of, or enter into any agreement, arrangement, or understanding with respect to, any interest in the assets, capital stock or other equity interests of the Targetany Neptune Company.
Appears in 1 contract
Samples: Stock Purchase Agreement (Roper Industries Inc /De/)
No Solicitation; Acquisition Proposals. The Sellers and the Target Shareholders agree that during from the Exclusivity Perioddate hereof through the Closing Date or the date of termination of this Agreement in accordance with Section 11.1, neither as the Sellers nor the Target case may be, no Shareholder will, directly or indirectly, through any officer, director, employee, partner, stockholder, agent, agent or Affiliate affiliate or otherwise, except in furtherance of the transactions contemplated by this Agreement and in connection with the sale of inventory in the Ordinary Course of Business (ia) solicit, initiate, initiate or encourage submission of proposals or offers from any Person person relating to any transactions contemplated herein or to the direct or indirect purchase of a material amount of the assets of, or any equity interest in, or any merger, consolidation, consolidation or business combination with, the Target either Waldorf Entity (collectively, an "Acquisition Proposal"), (iib) participate in any discussions or negotiations regarding, or furnish to any other Person person any information with respect to, or otherwise cooperate in any way with or assist, facilitate, facilitate or encourage, any Acquisition Proposal by any Personperson, (iiic) enter into any agreement, arrangement, arrangement or understanding with respect to an Acquisition Proposal, or (ivd) sell, transfer, or otherwise dispose of, or enter into any agreement, arrangement, arrangement or understanding with respect to, any interest in the assets, capital stock or other equity interests of the Targetany Waldorf Entity.
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