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 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. 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
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.
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 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. 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 and Liquidated Damages Covenant. In recognition of the time and expense expended by Purchaser with respect to the purchase of the Assets, the Seller hereby covenants and agrees that prior to the Closing Date or the termination of this Agreement, it will not offer, or accept any offer for, any of the Assets to or from any third party. The Seller further covenants and agrees, that if any termination of this Agreement pursuant to Section 7.02(c) shall be followed by a sale of substantially all the Assets within one hundred eighty (180) days following any such termination, Seller shall pay to Purchaser the amount of $140,000, as liquidated damages.
No Shop. Agreement: At the time of the signing of a letter of intent relating to the Transaction, Wikisoft Corp. and the Major Stockholders would agree not to entertain, solicit or encourage any inquiry or proposal from any third party concerning the acquisition of all or a substantial portion of the business, assets or equity securities of or creation of liabilities of Wikisoft Corp.
No Shop. Clause. Prior to November 16, 2001 (or alternatively, if the parties execute the Transaction Documents prior to November 16, 2001), Vitaquest shall, (a) not make any disposition(s), pledge or hypothecation of the Assets or the Rights, (b) enter into any agreement to do so or its interests therein and (c) use commercially reasonable good faith efforts to obtain promptly any consents or approvals required in connection with the Transactions.
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.
No Shop. Each Stockholder shall immediately cease and cause to be terminated all existing discussions or negotiations relating to a Competing Transaction, 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, 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 Competing Transaction, or enter into or maintain discussions or negotiate with any person in furtherance of or relating to such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of its Representatives to take any such action. Each Stockholder shall use its best efforts to cause its Representatives not to take any such action, each Stockholder shall promptly notify Purchaser if any such inquiries or proposals are made regarding a Competing Transaction, and each Stockholder shall promptly inform Purchaser as to the material details of any such inquiry or proposal and, if in writing, promptly deliver or cause to be delivered to Purchaser a copy of such inquiry or proposal. Each Stockholder shall keep Purchaser 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 5.1 to the contrary notwithstanding, nothing in this Section 5.1 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.