Common use of Third Party Offers Clause in Contracts

Third Party Offers. (a) From and after the date of this Agreement, until the earlier of the Closing or termination of this Agreement, Seller and Parent shall, and shall cause their respective Affiliates and their respective officers, directors, employees, and other Representatives (including any investment banker, attorney or accountant) to immediately cease any discussions or negotiations with any Persons with respect to any Third Party Acquisition, and neither Seller nor any of its Affiliates shall, nor shall Seller or its Affiliates authorize or permit any of their respective officers, directors, employees, or other Representatives (including any investment banker, attorney or accountant) to, directly or indirectly, encourage, solicit, participate in or initiate any inquiries, discussions or negotiations with or provide any information or access to any Person concerning the Product, or any potential Third Party Acquisition or that may reasonably be expected to lead to any Third Party Acquisition or attempted Third Party Acquisition, or otherwise facilitate any effort or attempt to make or implement a Third Party Acquisition. Seller shall promptly communicate to Purchaser the receipt of any Third Party Acquisition offer that Seller or its Affiliates, or their respective officers, directors, employees, or other Representatives, receive after the date hereof.

Appears in 2 contracts

Samples: Purchase Agreement (Allergan Inc), Purchase Agreement (QLT Inc/Bc)

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Third Party Offers. (a) From and after the date of this Agreement, Agreement until the earlier of the Closing or termination of this Agreement, Seller and Parent shalleach of Seller, and shall cause their respective its Affiliates and their respective officers, directors, employees, and other Representatives representatives (including including, without limitation, any investment banker, attorney or accountant) to and agents shall immediately cease any discussions or negotiations with any Persons parties with respect to any Third Party Acquisition, and neither Seller Seller, nor any of its Affiliates shall, nor shall Seller or its Affiliates authorize or permit any of its Affiliates or their respective officers, directors, employees, or other Representatives representatives (including including, without limitation, any investment banker, attorney or accountant) or agents to, directly or indirectly, encourage, solicit, participate in or initiate any inquiries, discussions or negotiations with or provide any information or access to any Person concerning the Product, or any potential Third Party Acquisition or that may reasonably be expected to lead to any Third Party Acquisition or attempted Third Party Acquisition, or otherwise facilitate any effort or attempt to make or implement a Third Party Acquisition. Seller shall promptly communicate to Purchaser Buyer the receipt existence or occurrence and the terms of any potential Third Party Acquisition offer or contact related to any potential Third Party Acquisition that Seller Seller, the Acquired Companies or its any of their Affiliates, or their respective officers, directors, employees, representatives or other Representativesagents, receive after in respect of such a proposed transaction, and the date hereofidentify of the Person from whom such proposal or contact was received.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Standard Pacific Corp /De/), Stock Purchase Agreement (Newmark Homes Corp)

Third Party Offers. (a) From and after the date of this Agreement, Agreement until the earlier of the Closing or termination of this Agreement, Seller and Parent shalleach of the Sellers, and shall cause their respective Affiliates and their respective officers, directors, employees, and other Representatives representatives (including including, without limitation, any investment banker, attorney or accountant) to and agents shall immediately cease any discussions or negotiations with any Persons parties with respect to any Third Party Acquisition, and neither Seller of the Sellers, nor any of its their Affiliates shall, nor shall either Seller or its Affiliates authorize or permit any of its Affiliates or their respective officers, directors, employees, or other Representatives representatives (including including, without limitation, any investment banker, attorney or accountant) or agents to, directly or indirectly, encourage, solicit, participate in or initiate any inquiries, discussions or negotiations with or provide any information or access to any Person concerning the Product, or any potential Third Party Acquisition or that may reasonably be expected to lead to any Third Party Acquisition or attempted Third Party Acquisition, or otherwise facilitate any effort or attempt to make or implement a Third Party Acquisition. Each Seller shall promptly communicate to Purchaser Buyer the receipt existence or occurrence and the terms of any potential Third Party Acquisition offer or contact related to any potential Third Party Acquisition that Seller Sellers, the Company or its any of their Affiliates, or their respective officers, directors, employees, representatives or other Representativesagents, receive after in respect of such a proposed transaction, and the date hereofidentify of the Person from whom such proposal or contact was received.

Appears in 1 contract

Samples: Stock Purchase Agreement (Standard Pacific Corp /De/)

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Third Party Offers. (a) From and after the date of this Agreement, Agreement until the earlier of the Closing or termination of this Agreement, Seller and Parent shallthe Sellers, and shall cause their respective Affiliates and their respective officers, directors, employees, and other Representatives representatives (including including, without limitation, any investment banker, attorney or accountant) to and agents shall immediately cease any discussions or negotiations with any Persons parties with respect to any Third Party AcquisitionAcquisition (as defined in Section 4.7(b)), and neither Seller none of the Sellers nor any of its their Affiliates shall, nor shall Seller or its Affiliates authorize or permit any of their respective officers, directors, employees, or other Representatives representatives (including including, without limitation, any investment banker, attorney or accountant) or agents to, directly or indirectly, encourage, solicit, participate in or initiate any inquiries, discussions or negotiations with or provide any information or access to any Person concerning the Product, or any potential Third Party Acquisition or that may reasonably be expected to lead to any Third Party Acquisition or attempted Third Party Acquisition, or otherwise facilitate any effort or attempt to make or implement a Third Party Acquisition. Seller The Sellers shall promptly communicate to the Purchaser the receipt existence or occurrence and the terms of any potential Third Party Acquisition offer or contact related to any potential Third Party Acquisition that Seller the Sellers or its any of their Affiliates, or their respective officers, directors, employees, representatives or other Representativesagents, receive after in respect of such a proposed transaction, and the date hereofidentity of the Person from whom such proposal or contact was received.

Appears in 1 contract

Samples: Stock Purchase Agreement (Document Sciences Corp)

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