Common use of Seller’s Negative Covenants Clause in Contracts

Seller’s Negative Covenants. Seller and Principal covenant and agree that, after the Execution Date and until the earlier to occur of (a) the termination of this Agreement, or (b) the Closing Date, they will not, and will cause their respective members, managers, shareholders, directors and officers and the Key Persons to not, solicit, enter into, or entertain any discussions or negotiations with respect to a Competing Transaction, enter into any binding agreement with respect to any Competing Transaction, consummate any Competing Transaction, or agree in writing or otherwise to do any of the foregoing. Seller shall, within 24 hours of obtaining Knowledge of same, furnish Purchaser with copies, or if not in writing, a written summary, of any inquiries or proposals with respect to a Competing Transaction. For purposes of Section 5.1, “Competing Transaction” means any proposal or offer from any Person (other than Purchaser) relating to any purchase or other acquisition of all or any material portion of the assets of, or any possible disposition or issuance of any equity interests in, Seller (or any rights or securities exercisable for, or convertible into, such equity interests), or any merger or other business combination with Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cash America International Inc)

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Seller’s Negative Covenants. Seller Seller, SFSI, Trust and Principal Xxxxxx covenant and agree that, after the Execution Date date hereof and until the earlier to occur of (a) the termination of this Agreement, or (b) the Closing Date, they will not, and will use their best efforts to cause their respective membersdirectors, managers, shareholders, directors officers and officers trustees and the Key Persons to not, not solicit, enter into, or entertain any discussions or negotiations with respect to a Competing TransactionTransaction (as defined below), enter into any binding agreement with respect to any Competing Transaction, consummate any Competing Transaction, or agree in writing or otherwise to do any of the foregoing. Seller shall, within 24 hours of obtaining Knowledge of same, furnish Purchaser with copies, or if not in writing, writing a written summary, of any inquiries or proposals with respect to a Competing Transaction. For purposes of Section 5.15.1(b), "Competing Transaction" means any proposal or offer from any Person person (other than Purchaser) relating to any purchase or other acquisition of all or any material portion of the assets of, or any possible disposition or issuance of any equity interests in, Seller (or any rights or securities exercisable for, for or convertible into, into such equity interests), or any merger or other business combination with Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cash America International Inc)

Seller’s Negative Covenants. Seller and Principal Xxxx covenant and agree that, after the Execution Date and until the earlier to occur of (a) the termination of this Agreement, or (b) the Closing Date, they will not, and will use their best efforts to cause their respective members, managers, shareholders, directors and officers and the Key Persons of Seller to not, solicit, enter into, or entertain any discussions or negotiations with respect to a Competing Transaction, enter into any binding agreement with respect to any Competing Transaction, consummate any Competing Transaction, or agree in writing or otherwise to do any of the foregoing. Seller shall, within 24 hours of obtaining Knowledge of same, furnish Purchaser with copies, or if not in writing, a written summary, of any inquiries or proposals with respect to a Competing Transaction. For purposes of Section 5.1, "Competing Transaction" means any proposal or offer from any Person (other than Purchaser) relating to any purchase or other acquisition of all or any 37 <PAGE> material portion of the assets of, or any possible disposition or issuance of any equity interests in, Seller (or any rights or securities exercisable for, or convertible into, such equity interests), or any merger or other business combination with Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement

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Seller’s Negative Covenants. Seller and Principal Mack covenant and agree that, after the Execution Date and until the earlier exxxxer to occur of (a) the termination of this Agreement, or (b) the Closing Date, they will not, and will use their best efforts to cause their respective members, managers, shareholders, directors and officers and the Key Persons of Seller to not, solicit, enter into, or entertain any discussions or negotiations with respect to a Competing Transaction, enter into any binding agreement with respect to any Competing Transaction, consummate any Competing Transaction, or agree in writing or otherwise to do any of the foregoing. Seller shall, within 24 hours of obtaining Knowledge of same, furnish Purchaser with copies, or if not in writing, a written summary, of any inquiries or proposals with respect to a Competing Transaction. For purposes of Section 5.1, "Competing Transaction" means any proposal or offer from any Person (other than Purchaser) relating to any purchase or other acquisition of all or any material portion of the assets of, or any possible disposition or issuance of any equity interests in, Seller (or any rights or securities exercisable for, or convertible into, such equity interests), or any merger or other business combination with Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cash America International Inc)

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