No Shop definition
No Shop. Each Stockholder shall immediately cease any discussions or negotiations relating to a Company Takeover Proposal, other than with respect to the Transactions, with any parties conducted heretofore. Each Stockholder will not, directly or indirectly, and will instruct its Representatives not to, directly or indirectly (i) solicit, initiate or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries, any expression of interest or the making of any proposal which constitute any Company Takeover Proposal or (ii) participate in any discussions or negotiations regarding any Company Takeover Proposal. Anything in this Section 4.1 to the contrary notwithstanding, nothing in this Section 4.1 shall limit in any way a Stockholder who is a director of the Company from exercising any of his rights or performing any of his duties as a director of the Company.
No Shop. The Company agrees that during the period commencing on the date hereof and ending on the Closing Date, or ending sixty (60) days after the date hereof, whichever first occurs, if the Company receives a firm offer to buy any of the Business and/or the Assets (other than sales of inventory in the ordinary course of the Business), in whole or in part, the Company shall promptly after receipt of a proposal advise the Purchaser of the details of such proposal and submit copies of all pertinent documents to the Purchaser. However, if the Purchaser enters into a commitment or agreement with IBJ Schrxxxxx Xxxk & Trust Co. ("Schrxxxxx") xo participate in the Schrxxxxx xxxns to Tanon Manufacturing, Inc. ("Tanon"), pursuant to the terms of Section 4(g) of the Letter of Intent among the Purchaser, on the one hand, and the Company and Tanon, on the other hand (the "Tanon Letter of Intent"), the Company will not, directly or indirectly, during the period commencing on the date hereof and ending on the Closing Date, or ending sixty (60) days after the date hereof, whichever first occurs: (a) offer or agree to sell any of the Business and/or the Assets (other than sales of inventory in the ordinary course of the Business), in whole or in part, (b) make or assist anyone else in making any proposal to purchase any of the Business and/or the Assets (other than sales of inventory in the ordinary course of the Business), (c) encourage, solicit or initiate discussions or negotiations with or provide any information to any corporation, partnership, person, entity or group, other than the Purchaser, concerning any merger, consolidation, sale of assets, sale of securities or acquisition of beneficial ownership with respect to the Business, or (d) otherwise take any action which would prejudice the ability of the Purchaser to complete the transactions described in this Agreement.
No Shop. Neither the Company nor any of its representatives, agents, officers, directors, employees or controlling shareholders shall directly or indirectly in any manner (a) entertain, solicit or encourage, or (b) furnish or cause to be furnished any information to any persons or entities (other than the Acquiror or Open Text) in connection with, or for any equity or debt investment in Company or any possible sale of Company (no matter how structured), including without limitation by sale of all or any significant or controlling part of the stock or assets of Company or by any merger or other business combination involving Company or otherwise (each of the foregoing proposals or discussions, whether written or oral, an “Acquisition Proposal”). Company shall be responsible for any breach by its representatives, agents, officers or employees of any of the provisions of this Section.
Examples of No Shop in a sentence
No Shop Xxxxxxx, Union Committee member, or employee shall leave his/her work without obtaining the permission of his/her immediate supervisor.
No Shop Xxxxxxx, Union Committee member, or employee shall leave their work without obtaining the permission of their immediate supervisor.
Article 3.04 No Shop Xxxxxxx, committee member or Employer shall be discriminated against or jeopardized in standing or suffer any loss of conditions or employment on account of membership in or for legitimate activities on behalf of the Local Union.
No Shop Xxxxxxx, Union Committee member, or employee shall leave her/his work without obtaining the permission of her/his immediate supervisor.
Article 3.04 No Shop Xxxxxxx, committee member or employee shall be discriminated against or jeopardized in standing or suffer any loss of conditions or employment on account of membership in or for legitimate activities on behalf of the Local Union.
More Definitions of No Shop
No Shop. The Company agrees that during the period commencing on the date hereof and ending on the Closing Date, or ending one hundred eighty (180) days after the date hereof, whichever first occurs, the Company will not, directly or indirectly (a) offer to sell any of the Business and/or the Assets (other than sales of inventory in the ordinary course of the Business), in whole or in part, (b) make or assist anyone else to make any proposal to purchase any of the Business and/or the Assets (other than sales of inventory in the ordinary course of the Business), (c) encourage, solicit or initiate discussions or negotiations with any corporation, partnership, person, entity or group, other than the Purchaser, concerning any merger, consolidation, sale of assets, sale of securities or acquisition of beneficial ownership with respect to the Business, or (d) otherwise initiate any action (unless in response to an unsolicited offer) which would prejudice the ability of the Purchaser to complete the transactions described in this Agreement; provided, however, that notwithstanding the foregoing, nothing set forth in this Section V(e) shall prohibit or limit in any way, the Company's ability to notify (including by means of advertisement) any corporation, partnership, person, entity or group of (1) the contents of the Overbid Procedure Order, (2) their ability to submit a Qualifying Competing Proposal, (3) the procedures to be followed when submitting a Qualifying Competing Proposal and (4) information relating to the Motion Date, including the time and location thereof.
No Shop. Provision. Seller agrees that during the period commencing with the date on which this Agreement is executed until Closing, Seller shall neither, directly or indirectly, through brokers, agents or otherwise, sell, transfer or otherwise encumber nor offer to sell, transfer or otherwise encumber nor solicit, discuss, accept or take any other action with respect to any offer from any other potential buyer to acquire any of the business of the Company whether by asset purchases, stock purchase or otherwise, except for the sale of products or services in the ordinary course of business.
No Shop. CLAUSE For a period of 45 days from the execution of this Letter of Intent, none of the Original Partners, Mendocino, its employees, or its agents will directly or indirectly contact, solicit from, negotiate with or provide information to anyone other than the Purchaser regarding the sale or potential sale of the assets, the business or any ownership interest in Mendocino.
No Shop. The Shareholder agrees that it shall not, directly or indirectly, (i) initiate, solicit or encourage or otherwise facilitate, directly or indirectly, any inquiries with respect to, or the making or implementation of, any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction, or any purchase of all or substantially all of the assets of CBBI; or (ii) engage in any discussions or negotiations with, or provide any confidential information or data to, any person relating to any such proposal.
No Shop. The Stockholder shall immediately cease and cause to be terminated all existing discussions or negotiations relating to an Acquisition Proposal or an Alternative Transaction, other than with respect to the transactions contemplated by the Merger Agreement, with any parties conducted heretofore. The Stockholder will not, directly or indirectly, and will instruct the Stockholder's employees, agents and representatives (collectively, "REPRESENTATIVES") not to, directly or indirectly, initiate, solicit or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal or Alternative Transaction, or enter into or maintain discussions or negotiate with any person in furtherance of or relating to such inquiries or to obtain an Acquisition Proposal or an Alternative Transaction, or agree to or endorse any Acquisition Proposal or Alternative Transaction, or authorize or permit any of the Stockholder's Representatives to take any such action, and the Stockholder shall use the Stockholder's best efforts to cause the Stockholder's Representatives not to take any such action, and the Stockholder shall promptly notify Acquisition Sub if any such inquiries or proposals are made regarding an Acquisition Proposal or an Alternative Transaction, and the Stockholder shall promptly inform Acquisition Sub as to the material details of any such inquiry or proposal and, if in writing, promptly deliver or cause to be delivered to Acquisition Sub a copy of such inquiry or proposal, and the Stockholder shall keep Acquisition Sub informed, on a current basis, of the details of any such inquiries and the status and terms of any such proposals. Anything in this Section 3.01 to the contrary notwithstanding, nothing in this Section 3.01 shall limit the Stockholder or any of the Stockholder's Representatives, including without limitation Robert Chexxxx xxx Xxxxx Epstxxx, xxxx xxxrcising any of his rights or performing any of his duties as a director of the Company.
No Shop. The Company may not, directly or indirectly, solicit, Provision: initiate, or encourage a Competing Transaction.
No Shop. Provision. Shareholder agrees that during the period commencing with the date on which this Agreement is executed until Closing, Shareholder shall neither, directly or indirectly, through brokers, agents or otherwise, sell, transfer or otherwise encumber nor offer to sell, transfer or otherwise encumber nor solicit, discuss, accept or take any other action with respect to any offer from any other potential purchaser to acquire any of the business of First Security whether by asset purchases, stock purchase or otherwise, except for the sale of products or services in the ordinary course of business.