No Solicitation or Negotiations Clause Samples
The "No Solicitation or Negotiations" clause prohibits one or both parties from initiating or engaging in discussions, negotiations, or offers with third parties regarding the subject matter of the agreement. Typically, this means that during a specified period, the parties agree not to seek or entertain alternative proposals, such as competing bids or offers, from other entities. This clause is commonly used in mergers, acquisitions, or partnership agreements to ensure exclusivity and prevent disruptions or loss of value caused by competing negotiations. Its core function is to protect the integrity of the transaction process by ensuring that both parties remain committed and focused on finalizing their agreement without outside interference.
No Solicitation or Negotiations. (a) Neither JPFI nor RSI shall, directly or indirectly, solicit or encourage (including by way of furnishing information), or au- thorize any individual, corporation or other entity to solicit or encourage (including by way of furnishing information), from any third party any inquiries or proposals relating to, or con- duct negotiations or discussions with any third party with re- spect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or that may reasonably be expected to lead to, any proposal or offer relat- ing to the disposition of its business or assets, or the acqui- sition of its voting securities, or the merger or consolidation of it or any of its subsidiaries with or into any corporation or other entity other than as provided in this Agreement, the Option Agreements or the Support Agreement (and each party shall promptly notify the other of all of the relevant details relating to all inquiries and proposals which it may receive relating to any such matters).
(b) Nothing contained in Section 4.2(a) or Section 5.1 shall prohibit RSI or JPFI from taking and disclosing to its respective stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act.
No Solicitation or Negotiations. Seller shall not nor shall it authorize or permit any of its officers, directors or employees, investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) to, directly or indirectly, (a) solicit, initiate, encourage or facilitate the submission of, an offer to acquire the Business or any material portion thereof, or greater than a majority of the Transferred Assets, pursuant to a merger, consolidation, asset purchase, stock purchase or other business combination transaction (an “Alternative Proposal”), or (b) participate in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other action to facilitate knowingly the making of any inquiry or any proposal that constitutes, or would reasonably be expected to lead to, any Alternative Proposal. In the event that Seller receives a written or oral inquiry expressing interest in an Alternative Proposal from any third party, Seller shall immediately, by electronic mail, notify Purchaser in writing of such inquiry.
No Solicitation or Negotiations. DFI shall not, directly or indirectly, solicit or encourage (including by way of furnishing information), or authorize any individual, corporation or other entity to solicit or encourage (including by way of furnishing information), from any third party any inquiries or proposals relating to, or conduct negotiations or discussions with any third party with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or that may reasonably be expected to lead to, any proposal or offer relating to the disposition of its business or assets, or the acquisition of its voting securities, or the merger or consolidation of it or any of its subsidiaries with or into any corporation or other entity other than as provided in this Agreement (and DFI shall promptly notify SYSCO of all of the relevant details relating to all inquiries and proposals which it may receive relating to any such matters). Nothing contained in this Section 4.02 or Section 5.01 shall prohibit DFI from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act.
No Solicitation or Negotiations. Unless and until this Agreement is terminated in accordance with the provisions hereof, Eagle and Holdings will not, and will cause each director, officer, employee, representative, stockholder, agent, advisor, accountant and attorney of Eagle and Holdings, not to enter into any letters of intent, arrangements, understandings, agreements, or otherwise solicit or engage in any discussions or negotiations concerning, or provide any confidential information or data to any person with respect to the Business, or otherwise cooperate with, encourage or assist any discussions with any person regarding any merger, consolidation, liquidation, dissolution, acquisition, business combination, joint venture, in each case related to the Business, or the sale of all or any significant assets of the Business, directly or indirectly, and will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing; provided, however, that the provisions of this Section 5.18 shall not prevent Eagle, Holdings or its affiliates from selling, disposing or otherwise transferring all or any of its assets other than assets used principally in connection with the Business whether by merger, consolidation, liquidation, dissolution, business combination or otherwise.
No Solicitation or Negotiations. (i) Subject to Section 6.2(c), at all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article 8 and the Acceptance Time, the Company will not, and will cause its Representatives not to, directly or indirectly:
(A) solicit, initiate, knowingly encourage, or knowingly facilitate or assist, any inquiry, proposal, or offer, or the making, submission or announcement of any inquiry, proposal, or offer, that constitutes or would reasonably be expected to lead to an Acquisition Proposal;
(B) furnish to any Person (other than Parent, Merger Sub, or any designees or Representatives of Parent or Merger Sub) any non-public information relating to the Company, or afford to any Person (other than Parent, Merger Sub, or any designees or Representatives of Parent or Merger Sub) access to the business, properties, assets, books, records, or other non-public information, or to any personnel, of the Company, in any such case in connection with, in response to or with the intent to encourage, facilitate, or assist the making, submission or announcement of any Acquisition Proposal;
(C) participate or engage in any discussions or negotiations with any Person with respect to any Acquisition Proposal or potential Acquisition Proposal;
(D) adopt, approve, or enter into any merger agreement, purchase agreement, letter of intent, memorandum of understanding, or similar Contract with respect to an Acquisition Transaction or any offer or proposal that could lead to an Acquisition Transaction;
(E) waive or release any Person from, forebear in the enforcement of, or amend any standstill agreement or any standstill provisions of any other Contract; or
(F) resolve or agree to do any of the foregoing. The Company will be responsible for any action taken by its Representatives that, had such action been taken by the Company, would constitute a breach of this Section 6.2 or Section 6.3.
(ii) Subject to Section 6.2(c), during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article 8 and the Acceptance Time, the Company will, and will cause its Representatives to, immediately cease all existing discussions or negotiations with any Person (other than Parent, Merger Sub, and their Representatives) conducted prior to the date of this Agreement with respect to any Acquisition Proposal or potential ...
No Solicitation or Negotiations. Seller shall not nor shall it authorize or permit any of its officers, directors or employees, investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) to, directly or indirectly, (a) solicit, initiate, encourage or facilitate the submission of, an offer to acquire any material amount of the Business, all or substantially all of the Transferred Assets, or acquire the Seller or any of its Affiliates that would include all or substantially all of the Transferred Assets, pursuant to a merger, consolidation, asset purchase, stock purchase or other business combination transaction (an “Alternative Proposal”), or (b) participate in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other action to facilitate knowingly the making of any inquiry or any proposal that constitutes, or would reasonably be expected to lead to, any Alternative Proposal. Seller shall promptly, but in any event within forty-eight (48) hours, advise Purchaser of the material terms of any Alternative Proposal and the identity of the Person making the Alternative Proposal. Seller shall (and shall cause its Representatives to) immediately cease and cause to be terminated any discussions, activities, or negotiations with any Persons (other than Purchaser) conducted heretofore with respect to any of the foregoing. Seller agrees not to release any third party from the confidentiality and standstill provisions of any agreement relating to the Business to which the Seller or any of its Subsidiaries is a party.