Common use of Termination of Discussions Clause in Contracts

Termination of Discussions. The Company shall, and shall cause its Affiliates and their respective Representatives to, immediately cease and cause to be terminated any such negotiations and discussions with third parties (other than Acquiror and its Representatives) regarding (i) any acquisition, sale, or transfer of all or any material portion of the business, properties, assets or technologies of the Company, or any amount of Company Securities, whether or not outstanding (in each case, other than in connection with the exercise of Company Options outstanding as of the Agreement Date or the conversion of Company Preferred Stock in accordance with the Charter Documents), in any case whether by merger, consolidation, amalgamation, purchase of assets or stock, tender or exchange offer, license or otherwise (other than the sale of products and services in the ordinary course of business consistent with past practice or the licensing of Intellectual Property Rights in connection therewith), (ii) any joint venture or other strategic investment in or involving the Company (other than any ongoing commercial or strategic relationship in the ordinary course of business consistent with past practice), including any new debt, equity, or other financing or investment, or recapitalization of the Company, or (iii) any similar transaction that is not in the ordinary course of business (each of the transactions described in the preceding clauses (i), (ii) and (iii) being referred to herein as an “Alternative Transaction”).

Appears in 1 contract

Samples: Merger Agreement (Pacific Biosciences of California, Inc.)

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Termination of Discussions. The Company shall, and shall cause its Affiliates and their respective Representatives to, immediately cease and cause to be terminated any such negotiations and discussions with third parties (other than Acquiror and its RepresentativesBuyer) regarding (i) any acquisition, sale, or transfer acquisition of all or any material portion of the business, properties, assets or technologies of the CompanyCompany or any of its Subsidiaries, or any amount of Company Securities, Shares or equity interests in any Subsidiary (whether or not outstanding outstanding) (in each casewhether through primary or secondary sale of equity, other than in connection with the exercise but excluding any exercises of Company Options outstanding as of the Agreement Date or the conversion conversions of Company Preferred Stock in accordance with the Charter DocumentsShares to Company Ordinary Shares), in any case whether by merger, consolidation, amalgamation, purchase of assets or stockshares, tender or exchange offer, license or otherwise (other than the sale of products and services in the ordinary course of business consistent with past practice or the licensing of Intellectual Property Rights intellectual property in connection therewith), (ii) any partnership, development agreement, joint venture or other strategic investment in or involving the Company or any of its Subsidiaries (other than any an ongoing commercial or strategic relationship in the ordinary course of business consistent with past practice), including any new debtfinancing, equity, or other financing or investment, investment round or recapitalization of the Company, or (iii) any similar transaction that is not in the ordinary course of business consistent with past practice (each of the transactions described in the preceding clauses (i), (ii) and (iii) being referred to herein as an “Alternative Transaction”).

Appears in 1 contract

Samples: Merger Agreement (F5 Networks Inc)

Termination of Discussions. The Company shallCompany, and shall cause its Affiliates and their respective Representatives to, shall immediately cease and cause to be terminated any such negotiations and discussions with third parties (other than Acquiror and its RepresentativesAcquiror) regarding (i) any acquisition, sale, or transfer acquisition of all or any material portion of the business, properties, assets or technologies of the CompanyCompany or any of its Subsidiaries, or any amount of Company SecuritiesCapital Stock or capital stock of any Subsidiary, whether or not outstanding (in each case, other than in connection with excluding upon the exercise of Company Options or Company Warrants outstanding as of the Agreement Date Date, or the conversion of Company Preferred Stock in accordance with the Charter Documents), in any case whether by merger, consolidation, amalgamation, purchase of assets or stock, tender or exchange offer, license or otherwise (other than the sale of products and services in the ordinary course of business consistent with past practice or the licensing of Intellectual Property Rights in connection therewith), (ii) any joint venture or other strategic investment in or involving the Company or any of its Subsidiaries (other than any an ongoing commercial or strategic relationship in the ordinary course of business consistent with past practicebusiness), including any new debtfinancing, equity, or other financing or investment, investment round or recapitalization of the CompanyCompany or any of its Subsidiaries, or (iii) any similar transaction that is not in the ordinary course of business (each of the transactions described in the preceding clauses (i), (ii) and (iii) being referred to herein as an “Alternative Transaction”).

Appears in 1 contract

Samples: Merger Agreement (Pluralsight, Inc.)

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Termination of Discussions. The Company shall, shall and shall cause its Affiliates and their respective Representatives to, immediately cease and cause to be terminated any such negotiations and discussions with third parties (other than Acquiror and its Representatives) regarding (i) any acquisition, sale, or transfer of all or any material portion of the business, properties, assets or technologies of the CompanyCompany or any Company Entity, or any amount of Company SecuritiesSecurities or the Equity Interests of any Company Entity, whether or not outstanding (in each case, other than in connection with the exercise of Company Options outstanding as of the Agreement Date or the conversion of Company Preferred Stock in accordance with the Charter DocumentsDate), in any case whether by merger, consolidation, amalgamation, purchase of assets or stock, tender or exchange offer, license or otherwise (other than the sale of products and services in the ordinary course of business consistent with past practice or the licensing of Intellectual Property Rights IPR in connection therewith), (ii) any joint venture or other strategic investment in or involving the Company or any Company Entity (other than any an ongoing commercial or strategic relationship in the ordinary course of business consistent with past practice), including any new debt, equity, or other financing or investment, or recapitalization of the CompanyCompany or any Company Entity, or (iii) any similar transaction that is not in the ordinary course of business (each of the transactions described in the preceding clauses (i), (ii) and (iii) being referred to herein as an “Alternative Transaction”).

Appears in 1 contract

Samples: Merger Agreement (Lumentum Holdings Inc.)

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