Exclusivity. From and after the Execution Date and until the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms: # Seller shall not, directly or indirectly through any of its Affiliates or any of its or their respective Representatives, # encourage, solicit, initiate, facilitate or continue inquiries regarding bids, offers, inquiries or proposals from any Person (other than Buyer and its designees, agents and all their respective Affiliates) with respect to the sale, transfer or disposition of all or any portion of the Assets (“Acquisition Proposals”), # enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal or # enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal; # Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons with respect to, or that could lead to, an Acquisition Proposal; and # Seller shall promptly provide Buyer with notice of any unsolicited Acquisition Proposals received by such Seller.
From and after the Execution Date and until the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms: # Seller shall not, directly or indirectly through any of its Affiliates or any of its or their respective Representatives, # encourage, solicit, initiate, facilitate or continue inquiries regarding bids, offers, inquiries or proposals from any Person (other than Buyer and its designees, agents and all their respective Affiliates) with respect to the sale, transfer or disposition of all or any portion of the Assets (“Acquisition Proposals”), # enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal or # enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal; # Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons with respect to, or that could lead to, an Acquisition Proposal; and # Seller shall promptly provide Buyer with notice of any unsolicited Acquisition Proposals received by Seller.
From and after the Execution Date and until the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms: # each Seller shall not, directly or indirectly through any of its Affiliates or any of its or their respective Representatives, # encourage, solicit, initiate, facilitate or continue inquiries regarding bids, offers, inquiries or proposals from any Person (other than Buyer and its designees, agents and all their respective Affiliates) with respect to the sale, transfer or disposition of all or any portion of the Assets (“Acquisition Proposals”), # enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal or # enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal; # each Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons with respect to, or that could lead to, an Acquisition Proposal; and # each Seller shall promptly provide Buyer with notice of any unsolicited Acquisition Proposals received by such Seller.
Section # Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, Seller shall not, and shall cause its Affiliates and its and their respective Representatives (including any investment banking, legal or accounting firm retained by any of the foregoing) not to: # initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity interests of, Seller or the Company (any such proposal or offer being hereinafter referred to as a “Proposal”); # engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any Person relating to a Proposal; or # enter into a Contract with any Person relating to a Proposal. The obligations set forth in this Section 6.18 shall expire upon the earlier of # the termination of this Agreement and # the Closing Date.
No Solicitation. During the period from the Effective Date and continuing until the earlier of the termination of this Agreement or the Closing Date, Seller shall not, nor shall it authorize, instruct, or permit any of its Affiliates or any of their respective Representatives to, # solicit, initiate, or encourage the submission of, any proposal or indication of interest relating to an Alternative Transaction or any inquiry, proposal or offer that is reasonably likely to lead to an Alternative Transaction, # participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquires or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Alternative Transaction, # accept any proposal or offer from any Person in respect of an Alternative Transaction, or # resolve to propose or agree to do any of the foregoing. Upon the execution of this Agreement, Seller and its Affiliates shall immediately cease and cause to be terminated any existing discussions with any Person that are in respect of an Alternative Transaction.
Section # Exclusivity. During the period from the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, neither Seller nor the Companies will, or permit any of their respective Affiliates, officers, directors, representatives, consultants, financial advisors, attorneys, accountants or other agents to: # solicit, initiate discussions or engage in negotiations with any Person (whether such negotiations are initiated by Seller, the Companies, an Affiliate of the Companies or Seller, a third party or otherwise), other than Purchaser or its Affiliates, relating to the possible acquisition of any material portion of the equity or assets of Seller or the Companies (whether by way of merger, purchase of equity, purchase of assets, loan or otherwise) or a refinancing or recapitalization of the Companies or Seller (an “Acquisition Transaction”); # provide non-public information or documentation with respect to the Companies to any Person, other than Purchaser or its Affiliates or its or their respective representatives, relating to an Acquisition Transaction; or # enter into any definitive agreement with any Person, other than Purchaser or its Affiliates effecting an Acquisition Transaction; provided, however, that Purchaser hereby acknowledges that prior to the date of this Agreement, Seller and the Companies have provided information relating to Seller and the Companies and have afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably allow the Person to form a basis for an Acquisition Transaction without any breach by Seller or the Companies of this Section 6.12.
From the date hereof until the Closing (the “Exclusivity Period”), no Seller or Principal shall # authorize, direct or permit any of its or their respective Representatives or Affiliates to take any action to directly or indirectly solicit, initiate, seek, encourage, facilitate, approve, endorse, recommend or respond to any inquiry, proposal, or offer (whether formal or informal, written, oral or otherwise) from, or participate in any discussions or negotiations with, any third party regarding any # direct or indirect acquisition or sale of any Seller in whole or in part, # merger, consolidation, reorganization, recapitalization, liquidation, dissolution or other business combination or extraordinary corporate transaction involving any Seller, # acquisition, disposition, or listing on any securities exchange of any portion of the membership interests or voting power of any Seller (whether by sale, assignment, issuance, proxy, pledge, encumbrance or otherwise, other than the issuance of membership interests of any Seller upon exercise or conversion of options, warrants or other equity-based securities issued prior to the date of this Agreement), # acquisition or disposition of any material asset or material portion of the assets of any Seller (whether by sale, assignment, option, license, pledge, encumbrance or otherwise, other than bona fide sales and nonexclusive licenses of products in the Ordinary Course of Business) (any such transaction described in [clauses (A), (B), (C) or (D) of this Section 7.3(a)(i)], a “Third Party Acquisition”); # furnish any non-public information concerning the business, properties or assets of any Seller or division of any Seller to any other Person (other than the Purchaser or its Representatives); or # engage in discussions or negotiations with any Person (other than the Purchaser and its Representatives) concerning any Third Party Acquisition. Each Seller agrees that any such discussions or negotiations in progress as of the date of this Agreement shall be immediately terminated and that in no event shall any Seller approve, accept or enter into an agreement concerning any Third Party Acquisition during the Exclusivity Period. During the Exclusivity Period, no Seller or Principal shall authorize, direct or cause any of their respective Representative or Affiliates to continue or participate in any negotiations or discussions with any Person for the purpose of effecting an acquisition, joint venture with or strategic investment in any other Person or business.
. During the period from the Effective Date until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, each Seller Party shall not, and shall cause its controlled Affiliates and use its reasonable best efforts to cause its and their respective Representatives not to # solicit, direct, initiate or knowingly encourage the submission of any proposal providing for an Alternative Transaction or # engage in any discussions or negotiations regarding, or furnish to any third party any non-public information in connection with, or enter into any agreement with any Person (other than Buyer or its respective Affiliates) providing for, any Alternative Transaction or requiring any Group Company to abandon, terminate or fail to consummate the Transactions.
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, Seller agrees that it will not, and will cause its Affiliates, the Acquired Companies and each of its and their respective directors, officers, employees, Affiliates and other agents and Representatives (including any investment banking, [[Organization B:Organization]] or accounting firm retained by it or any of them and any individual member or employee of the foregoing) not to: # initiate, solicit, seek, encourage, facilitate or continue, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the Assets of or the purchase or issuance of any Interest in, the Acquired Companies (any such inquiry, proposal or offer being hereinafter referred to as a “Proposal”), # engage in any negotiations concerning, or knowingly provide any Confidential Information or data to, or have any substantive discussions with, any person relating to a possible Proposal, # otherwise knowingly cooperate in any effort or attempt to make, implement or accept a Proposal, or # enter into any Contract or other instruments (whether or not binding) with any Person relating to a Proposal. Seller shall immediate cease and cause to be terminated, and shall cause its Affiliates (including the Acquired Companies) and their and such Affiliates’ respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person conducted heretofore with respect to a possible Proposal. Seller agrees that the rights and remedies for noncompliance with this [Section 4.11] shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach of this [Section 4.11] will cause irreparable injury to Purchaser and that money damages would not provide an adequate remedy to Purchaser.
Exclusive Dealing. Seller shall not, and Seller shall cause the Company and its Affiliates not to, directly or indirectly, through any officer, director, employee, agent or otherwise, # solicit, initiate or encourage submission of proposals or offers from any Person relating to an acquisition or purchase of all or a material portion of the assets of, or an equity interest in, the Company or any merger, consolidation or business combination with the Company or other similar transaction (each a “Potential Transaction”), # enter into any Contract with respect to a Potential Transaction or enter into any Contract requiring it to abandon, terminate or fail to consummate the transactions contemplated hereby, or # participate in any discussions or negotiations regarding or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. Seller shall, and Seller shall cause the Company and its representatives and Affiliates to, # immediately cease any discussions or negotiations of the nature described in this [Section 6.05] that were conducted prior to the date hereof; # promptly notify any party with which such discussions or negotiations were being held of such termination; and # promptly request in writing that all Persons to whom nonpublic information concerning the Company has been distributed on or prior to the date of this Agreement return or destroy such information to such Company as soon as possible.
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