Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. Each of the Seller and the Company agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Seller, the Company or its Subsidiaries will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the equity of the Company or its Subsidiaries or all or a substantial portion of the assets of the Company or its Subsidiaries, (B) to enter into any merger, consolidation or other business combination with the Company or its Subsidiaries or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or its Subsidiaries or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Seller, the Company and its Subsidiaries immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing.

No Solicitation or Negotiation. Each of the Seller and the Company agrees Sellers agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementAgreement in accordance with its terms, none of neither Sellers nor the SellerCompanies, the Company or its Subsidiaries as applicable, will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any other Person (A) relating to any acquisition or purchase of all or any portion of the equity of the Company or its Subsidiaries Companies or all or a substantial portion of the assets of the Company Companies or its Subsidiaries, relating to the acquisition or purchase of the Transferred Assets or (B) to enter into any merger, consolidation or other business combination with Sellers or either of the Company or its Subsidiaries or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or its Subsidiaries Companies or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. SellerSellers shall, and Seller Parent shall cause the Company and its Subsidiaries Companies to, immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing, other than the Purchaser.

No Solicitation or Negotiation. Each of the The Seller and the Company agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none of the Seller, the Company Company, nor any of their respective Affiliates, officers, directors, representatives or its Subsidiaries agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the equity capital stock of the Company or its Subsidiaries or all or a substantial portion of the assets of the Company or its SubsidiariesCompany, (Bii) to enter into any merger, consolidation or other business combination with the Company or its Subsidiaries or (Ciii) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or its Subsidiaries Company, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Seller, the Company and its Subsidiaries The Seller immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Seller agrees not to, and to cause the Company not to, without the prior written consent of the Purchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Seller or the Company is a party.

No Solicitation or Negotiation. Each of the Seller and the Company agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementAgreement in accordance with Article VIII, none of the Seller, neither Seller nor the Company or its Subsidiaries will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (other than Buyer and its Affiliates) (A) relating to any acquisition or purchase of all or any portion of the equity of the Company or its Subsidiaries or all or a substantial portion of the assets of the Company or its SubsidiariesCompany, (B) to enter into any merger, consolidation or other business combination with the Company or its Subsidiaries or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or its Subsidiaries or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person (other than Buyer and its Affiliates) any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Seller, Seller and the Company and its Subsidiaries immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, terminated all existing discussions, conversations, negotiations and other communications with any Persons (other than Buyer and its affiliates) conducted heretofore with respect to any of the foregoing.

No Solicitation or Negotiation. Each of the Seller The Operating Company, Sellers and the Company agrees Partners agree that between from the date of this Agreement and to the earlier of (a) the Closing and (b) or the termination of this Agreement, none of the SellerSellers, the Operating Company or its Subsidiaries will the Company Partners shall, and each shall use commercially reasonable efforts to cause their respective directors, officers, employees and representatives not to, directly or indirectly (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person relating to (A) relating to any acquisition or purchase of all or any material portion of the Company’s or any Company Subsidiary’s business or assets or any Interests or other equity interests of the any Company Subsidiary or its Subsidiaries or all or a substantial portion of the assets of the Company or its Subsidiaries, (B) to enter into any merger, consolidation consideration or other business combination with any of the Company or its Subsidiaries or (C) to enter into a recapitalizationany Company Subsidiary, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or its Subsidiaries or (ii) participate in any discussions, conversations, negotiations and other communications regardingcommunications, regarding or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Sellerforegoing or (iii) consider, the Company and its Subsidiaries immediately shall cease and cause entertain or accept any proposal from any Person to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to do any of the foregoing; provided that notwithstanding anything herein to the contrary, any actions taken by the Company or a Company Subsidiary in accordance with or otherwise permitted by Section 6.01 shall not be deemed to be a violation of this Section 6.09.

No Solicitation or Negotiation. Each of the Seller and the Company Accor agrees that between the date of this Agreement hereof and the earlier of (a) the Closing and (b) the termination of this the Master Purchase Agreement, none of the SellerAccor or any of their respective Affiliates, the Company officers, directors, representatives or its Subsidiaries agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase purchase, directly or indirectly, of all or any portion of the equity capital stock of any of the Company or its Transferred Subsidiaries or all or a substantial portion the Assets (other than any of the assets of the Company Retained Hotels) or its Subsidiaries, (B) to enter into any merger, consolidation or other consolidation, business combination with the Company or its Subsidiaries or (C) to enter into a combination, recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to to, directly or indirectly, any of the Company or its Transferred Subsidiaries or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Seller, the Company and its Subsidiaries Accor immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing.the

No Solicitation or Negotiation. Each of the Seller The Sellers and the Company agrees agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementAgreement in accordance with its terms, none of the SellerSellers, the Company or its Subsidiaries any of their Affiliates, officers, managers, directors, representatives or agents will (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (A) relating to any acquisition acquisition, transfer or purchase of all or any portion of the equity of Company Stock or the Company’s or the Company Subsidiaries’ assets or its Subsidiaries or all or a substantial portion of the assets of the Company or its Subsidiaries, (B) to enter into any merger, consolidation or other consolidation, business combination with the Company or its Subsidiaries or (C) to enter into a combination, recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or its Subsidiaries a Company Subsidiary or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Seller, the The Company and its Subsidiaries immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Sellers and the Company shall notify Buyer promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made.