Examples of No Shop in a sentence
Each Company Shareholder shall be bound by and comply with Sections 7.1 (No Shop) and 11.17 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if (x) such Company Shareholder was an original signatory to the Merger Agreement with respect to such provisions, and (y) each reference to the “Company” contained in such provisions also referred to each such Company Shareholder.
Each Shareholder shall be bound by and comply with Sections 7.1 (No Shop) and 11.17 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if (x) such Shareholder was an original signatory to the Merger Agreement with respect to such provisions, and (y) each reference to the “Parent” or “Merger Sub” contained in such provisions also referred to each such Shareholder.
Immediately on the Effective Date, Licensee shall pay KeyGene a Signing Fee of [***] Euros, subject to Licensee’s right to deduct the No Shop Fee from the Signing Fee in accordance with Section 3.1.
Under the No Shop Clause, the Quickturn Board is prohibited from accepting a Superior Proposal unless, after receiving an unsolicited Superior Proposal, the Quickturn Board (i) provides Cadence with written notice and (ii) gives Cadence an exclusive window of five business days simply to match the bid.
This No Shop Fee shall be non-refundable but creditable to the Signing Fee.