Common use of No Solicitation of Other Bids Clause in Contracts

No Solicitation of Other Bids. (a) The RFG Family Entities and the Sellers shall not, and shall not authorize or permit any of their Affiliates or any of their Representatives (including the Sellers’ Representative) to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers shall immediately cease and cause to be terminated, and shall cause the RFG Family Entities and their Affiliates and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Purchaser or any of its Affiliates) relating to the direct or indirect disposition, whether by asset or stock sale, merger or otherwise, of all or any portion of the Business or Assets of any RFG Family Entity, other than products sold in the ordinary course of business.

No Solicitation of Other Bids. (a) The RFG Family Entities and the Sellers shall notUpon, and subject to, the deposit of the Purchase Price with the Escrow Agent,, neither the Selling Shareholder nor any of his Affiliates shall not authorize or permit any of their Affiliates or any of their Representatives (including the Sellers’ Representative) representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers Selling Shareholder and his Affiliates shall immediately cease and cause to be terminated, and shall cause the RFG Family Entities and their Affiliates and all of their Representatives representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than the Purchaser or any of its his Affiliates) relating to the direct or indirect disposition, whether by asset or stock sale, merger or otherwise, of all or any portion of the Business or Assets of any RFG Family Entity, other than products sold in the ordinary course of businessSubject Shares.

No Solicitation of Other Bids. (a) The RFG Family Entities and None of the Sellers Seller or Principal Stockholders shall, nor shall not, and shall not any such Person authorize or permit any of their respective Affiliates or any of their Representatives (including to, and Principal Stockholders shall cause the Sellers’ Representative) other Stockholders not to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers Seller and Principal Stockholders shall immediately cease and cause to be terminated, and shall cause the RFG Family Entities and their Affiliates and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Purchaser Buyers or any of its their Affiliates) relating to the direct or indirect disposition, whether by asset or stock sale, merger or otherwise, of all or any portion of the Business Business, the Purchased Assets or Assets of any RFG Family Entity, other than products sold in the ordinary course of businessSeller.

No Solicitation of Other Bids. (a) The RFG Family Entities Seller shall not (and the Sellers Stockholder shall notnot cause, authorize or permit), and shall not cause, authorize or permit any of their its Affiliates or any of its or their Representatives (including the Sellers’ Representative) to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers Seller shall (and the Stockholder shall cause Seller to) immediately cease and cause to be terminated, and shall cause the RFG Family Entities and their its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Purchaser Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by asset or stock sale, merger or otherwise, of all or any portion of Seller, the Business or Assets of any RFG Family Entity, other than products sold in the ordinary course of businessPurchased Assets.

No Solicitation of Other Bids. (a) The RFG Family Entities and the Sellers Seller shall not, and shall not authorize or permit any of their Affiliates or any of their Representatives (including the Sellers’ Representative) managers, directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers Seller shall immediately cease and cause to be terminated, and shall cause the RFG Family Entities their managers, directors, officers, employees, consultants, financial advisors, counsel, accountants and their Affiliates and all of their Representatives other agents to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Purchaser Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by asset or stock sale, merger or otherwise, of all or any portion of the Business or Assets of any RFG Family Entity, other than products sold in the ordinary course of businessAssets.

No Solicitation of Other Bids. (a) The RFG Family Entities and the Sellers No Seller, Stockholder, or any Key Employee shall, nor shall not, and shall not any such Person authorize or permit any of their respective Affiliates or any of their Representatives (including the Sellers’ Representative) to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers Each Seller, Stockholder, and Key Employee shall immediately cease and cause to be terminated, and shall cause the RFG Family Entities and their Affiliates and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Purchaser Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by asset or stock sale, merger or otherwise, of all or any portion of the Business Business, the Purchased Assets or Assets of any RFG Family Entity, other than products sold in the ordinary course of businessSeller.

No Solicitation of Other Bids. (a) The RFG Family Entities and From the Sellers date hereof until the earlier of the Closing or the termination of this Agreement, Seller Parties shall not, and shall not authorize or permit any of their Affiliates or any of its or their Representatives (including the Sellers’ Representative) representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers Seller Parties shall immediately cease and cause to be terminated, and shall cause the RFG Family Entities and all of their Affiliates and all of its and their Representatives representatives to immediately cease and cause to be terminated, all currently existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Purchaser or any of its Affiliates) relating to the direct or indirect disposition, whether by asset or stock sale, merger or otherwise, of all or any portion of the Business or the Acquired Assets of any RFG Family Entity, (other than products sold the sale of inventory in the ordinary course of business).

No Solicitation of Other Bids. (a) The RFG Family Entities Between the date hereof and the Sellers Closing Date, none of Seller, the Seller Shareholders, nor the Affiliates or Representatives of each of the foregoing (collectively, the “No-Shop Restricted Parties”), shall not, and shall not authorize or permit any of their Affiliates or any of their Representatives (including the Sellers’ Representative) Person to, directly or indirectly, (ia) encourage, solicit, initiateinitiate or facilitate (including by way of providing to any Person, facilitate information regarding, or continue inquiries regarding an access to, Seller, its Business, the Purchased Assets or any of the No-Shop Restricted Parties) any Acquisition Proposal; (iib) enter into discussions or negotiations with, or provide any information to, with any Person concerning a possible Acquisition Proposal; or (iiic) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers shall immediately cease and cause to be terminated, and shall cause the RFG Family Entities and their Affiliates and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means shall mean any inquiry, proposal or offer from any Person (other than Purchaser Buyer or any of its Affiliates) relating to concerning (i) a merger, acquisition, asset purchase, consolidation, liquidation, recapitalization or other business combination transaction involving Seller or the direct Purchased Assets; (ii) the issuance or indirect disposition, whether by asset acquisition of capital stock of Seller; or stock (iii) the sale, merger lease, exchange or otherwise, other disposition of all or any significant portion of the Business properties or Assets assets of any RFG Family Entity, other than products sold in the ordinary course of businessSeller.

No Solicitation of Other Bids. (a) The RFG Family Entities and From the date hereof until the earlier of the Closing Date or the date that this Agreement is terminated, Sellers shall not, and Sellers shall not authorize or permit any of their Affiliates or any of their Representatives (including the Sellers’ Representative) Agents to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers shall immediately cease and cause to be terminated, and shall cause the RFG Family Entities and their Affiliates and all Agents of their Representatives any Seller or any Affiliate thereof to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means shall mean any inquiry, proposal or offer from any Person (other than Parent, Purchaser or any of its their Affiliates) relating to concerning a merger, consolidation, share exchange or other business combination transaction involving the direct Target, or indirect disposition, whether by asset or stock the sale, merger exchange or otherwise, other disposition of all or any portion substantially all of the Business Target’s properties or Assets of any RFG Family Entity, other than products sold in the ordinary course of businessassets.

No Solicitation of Other Bids. (a) The RFG Family Entities Cliffstar Companies and the Sellers Sellers’ Representative shall not, and shall not authorize or permit any of their Affiliates or any of its or their Representatives (including the Sellers’ Representative) to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers Sellers’ Representative shall immediately cease and cause to be terminated, and shall cause the RFG Family Entities Cliffstar Companies and their Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Purchaser or any of its Affiliates) relating to the direct or indirect disposition, whether by asset or stock sale, merger or otherwise, of all or any portion of the Business or Assets of any RFG Family Entity, other than products sold in the ordinary course of businessAssets.

No Solicitation of Other Bids. (a) The RFG Family Entities Purchased Company and the each of Sellers shall not, and shall not authorize or permit any of their Affiliates (including the Purchased Company) or any of its or their Representatives (including the Sellers’ Representative) to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers Purchased Company and each Seller shall immediately cease and cause to be terminated, and shall cause the RFG Family Entities and their Affiliates (including the Purchased Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means shall mean any inquiry, proposal or offer from any Person (other than Purchaser or any of its Affiliates) relating to the direct or indirect disposition, whether by asset or stock sale, merger or otherwise, of all or any portion of the Business or Assets of any RFG Family Entity, other than products sold in the ordinary course of business.,

No Solicitation of Other Bids. (a) The RFG Family Entities and None of any Seller, the Sellers shall notCompany, or any subsidiary of the Company shall, and none of them shall not authorize or permit any of their controlled Affiliates or any of their Representatives (including the Sellers’ Representative) to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers Sellers, the Company, and the Company’s subsidiaries shall immediately cease and cause to be terminated, and shall cause the RFG Family Entities and their controlled Affiliates and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could would reasonably be expected to lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Purchaser Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by asset or stock sale, merger or otherwise, of all or any material portion of the Business or Assets the Company or any of any RFG Family Entity, other than products sold in the ordinary course of businessits subsidiaries.