Common use of Prohibition of Solicitation Clause in Contracts

Prohibition of Solicitation. From the date hereof through the Closing or the earlier termination of this Agreement, Seller shall not, and shall cause its respective directors, officers, shareholders, affiliates, agents, advisers and other representatives (including investment bankers) not to, directly or indirectly, enter into, solicit or initiate any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any other way with, any Person, other than Purchaser and its directors, officers, members, affiliates, agents, advisers and other representatives, concerning any sale of all or a portion of Seller's assets, or any merger, consolidation, liquidation, dissolution or similar transaction involving Seller (each such transaction being referred to herein as a "Proposed Acquisition Transaction"). Seller will immediately notify the Purchaser if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any information is requested with respect to any Proposed Acquisition Transaction and notify the Purchaser of the terms of any proposal which it may receive after the date hereof in respect of any such Proposed Acquisition Transaction, including without limitation the identity of the prospective purchaser or soliciting party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pietrafesa Corp)

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Prohibition of Solicitation. From the date hereof through the Closing or the earlier termination of this Agreement, each of Jacobson and Seller shall not, and shall cause its the Company anx xxxx xf their respective directors, officers, shareholders, affiliates, agents, advisers and other representatives (including investment bankers) not to, directly or indirectly, enter into, solicit or initiate any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any other way with, any Person, other than Purchaser and its directors, officers, membersshareholders, affiliates, agents, advisers and other representatives, concerning any sale of all or a portion of Sellerthe Company's assets, any shares of capital stock of the Company, or any merger, consolidation, liquidation, dissolution or similar transaction involving Seller the Company (each such transaction being referred to herein as a "Proposed Acquisition Transaction"). Jacobson and Seller will immediately notify the Purchaser if any xx xxx discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any information is requested with respect to any Proposed Acquisition Transaction and notify the Purchaser of the terms of any proposal which it may receive after the date hereof in respect of any such Proposed Acquisition Transaction, including without limitation the identity of the prospective purchaser or soliciting party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cordant Technologies Inc)

Prohibition of Solicitation. From the date hereof through the Closing or the earlier termination of this Agreement, Seller and Xxxxx shall not, and shall cause its their respective directors, officers, shareholders, affiliates, agents, advisers and other representatives (including investment bankers) not to, directly or indirectly, enter into, solicit or initiate any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any other way with, any Person, other than the Purchaser Parties and its their directors, officers, members, affiliates, agents, advisers and other representatives, concerning any sale of all or a portion of Seller's assets, or any merger, consolidation, liquidation, dissolution or similar transaction involving Seller (each such transaction being referred to herein as a "Proposed Acquisition Transaction"). Xxxxx and Seller will immediately notify the Purchaser Parent if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any information is requested with respect to any Proposed Acquisition Transaction and notify the Purchaser Parent of the terms of any proposal which it may receive after the date hereof in respect of any such Proposed Acquisition Transaction, including without limitation the identity of the prospective purchaser or soliciting party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pietrafesa Corp)

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Prohibition of Solicitation. From the date hereof through the Closing or the earlier termination of this Agreement, Seller and the Company shall not, and shall cause its their respective directors, officers, shareholders, affiliates, agents, advisers and other representatives (including investment bankers) not to, directly or indirectly, enter into, solicit or initiate any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any other way with, any Person, other than the Purchaser and its directors, officers, members, affiliates, agents, advisers and other representatives, concerning any sale of all or a portion of Sellerthe Company's shares or assets, or any merger, consolidation, liquidation, dissolution or similar transaction involving Seller (each such transaction being referred to herein as a "Proposed Acquisition Transaction"). Seller Sellers and each Company will immediately notify the Purchaser Parent if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any information is requested with respect to any Proposed Acquisition Transaction and notify the Purchaser Parent of the terms of any proposal which it may receive after the date hereof in respect of any such Proposed Acquisition Transaction, including without limitation the identity of the prospective purchaser or soliciting party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pietrafesa Corp)

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