Common use of No Solicitation of Competing Transaction Clause in Contracts

No Solicitation of Competing Transaction. From and after the date hereof until the Closing Date, neither the Seller nor any Affiliate of the Seller shall (and the Seller shall cause the officers, directors, employees, representatives and agents of the Seller and each Affiliate of the Seller, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information to, any Person or group (other than the Purchaser, any of its Affiliates or representatives) concerning any Acquisition Proposal. The Seller shall not enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Unitholder and the Seller shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Seller shall promptly notify the Purchaser of the existence of any proposal or inquiry received by the Seller or any Unitholder, and the Seller shall immediately communicate to the Purchaser the terms of any proposal or inquiry which any of them may receive (and shall immediately provide to the Purchaser copies of any written materials received by the Seller or any Unitholder in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry.

Appears in 1 contract

Samples: Asset Purchase Agreement (Opteum Inc.)

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No Solicitation of Competing Transaction. From and after the date hereof until the Closing Datetermination of this Agreement neither Seller, neither the Seller Company nor any Company Subsidiary or Affiliate of the Seller Company shall (and the Seller Company shall cause the officers, directors, employees, representatives and agents of the Seller Company, each Company Subsidiary and each Affiliate of the SellerCompany, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information to, any Person or group (other than the Purchaser, any of its Affiliates or representatives) concerning any Acquisition Proposal. The Seller None of Seller, the Company or any Company Subsidiary shall not enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Unitholder Seller and the Seller Company shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company or Seller shall promptly notify the Purchaser of the existence of any proposal or inquiry received by the Seller Company or any UnitholderSeller, and the Company or Seller shall immediately communicate to the Purchaser the terms of any proposal or inquiry which any of them may receive (and shall immediately provide to the Purchaser copies of any written materials received by the Company or Seller or any Unitholder in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry.

Appears in 1 contract

Samples: Stock and Mortgage Loan Purchase Agreement (American Home Mortgage Investment Corp)

No Solicitation of Competing Transaction. From and after Until the date hereof until earlier of the Closing DateDate or the termination of this Agreement in accordance with Article VII, neither the Seller nor any Affiliate of Company and the Seller Shareholders shall not (and the Seller Company and the Shareholders shall cause the their Affiliates, officers, directors, employees, representatives and agents of the Seller and each Affiliate of the Selleragents, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information to, any Person or group (other than the Purchaser, any of its their Affiliates or representatives) concerning any Acquisition Proposal. The Seller Company and the Shareholders shall not enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Unitholder Company and the Seller Shareholders shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and the Company and the Shareholders shall request (or if it has the contractual right to do so, demand) the return of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with efforts to sell the Company. The Seller Company and the Shareholders shall promptly notify the Purchaser of the existence of any proposal or inquiry received by the Seller Company or any Unitholderthe Shareholders, and the Seller Company and the Shareholders shall immediately promptly communicate to the Purchaser the terms of any proposal or inquiry which any of them may receive (and shall immediately provide to the Purchaser copies of any written materials received by the Seller Company or any Unitholder the Shareholders (or a summary of all material terms if oral) in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry.

Appears in 1 contract

Samples: Stock Purchase Agreement (Simulations Plus Inc)

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No Solicitation of Competing Transaction. From and after Neither the date hereof until Sellers, the Closing Date, neither the Seller Company nor any Affiliate of the Seller thereof shall (and the Seller Company and the Sellers shall cause the officers, directors, employees, representatives and agents of the Seller Company and the Sellers and each Affiliate of the Sellertheir Affiliates, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information to, any Person or group (other than the Purchaser, any of its Affiliates or representatives) concerning any Acquisition Proposal. The Neither any Seller nor the Company shall not enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Unitholder Sellers and the Seller Company shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and the Sellers and the Company shall request (or if any of them has the contractual right to do so, demand) the return of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with the Sellers' efforts to sell the Company. The Seller Company and the Sellers shall promptly immediately notify the Purchaser of the existence of any proposal or inquiry received by the Seller Company or any Unitholderthe Sellers, and the Seller Company and the Sellers shall immediately communicate to the Purchaser the terms of any proposal or inquiry which any of them may receive (and shall immediately provide to the Purchaser copies of any written materials received by the Seller Company or any Unitholder the Sellers in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry.

Appears in 1 contract

Samples: Merger Agreement (Infrasource Services Inc)

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