Exclusivity Clause Samples

Exclusivity. The Company agrees not to appoint any other depositary for the issuance or administration of depositary receipts evidencing any class of stock of the Company so long as Deutsche Bank Trust Company Americas is acting as Depositary hereunder.

Exclusivity. (a) From the date of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, the Company shall not, and shall cause the Company Subsidiaries and shall use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (A) enter into, solicit, initiate or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way regarding a Company Acquisition Proposal (as defined herein), (B) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Company Acquisition Proposal or (C) commence, continue or renew any due diligence investigation regarding any Company Acquisition Proposal; provided, that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.4. The Company shall, and shall cause the Company Subsidiaries and shall use reasonable best efforts to cause its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Company Acquisition Proposal. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of a Company Acquisition Proposal to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. For purposes hereof, “Company Acquisition Proposal” means any inquiry, proposal or offer concerning the sale of any material assets of the Company or any Company Subsidiary outside the ordinary course of business or any of the Equity Securities of the Company or any Company Subsidiary or any merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any Company Subsidiary, in each case excluding the Convertible Financing and the PIPE Financing.

Exclusivity. The Issuer agrees not to appoint any other depositary for issuance of American Depositary Receipts so long as The Bank of New York is acting as Depositary hereunder.

Exclusivity. The Company agrees not to appoint any other depositary for issuance of American or global depositary receipts so long as The Bank of New York is acting as Depositary hereunder.

Exclusivity. (a) Between the date of this Agreement and the earlier to occur of the Closing or the termination of this Agreement in accordance with Section 7.1, neither Base Ten nor any person acting on its behalf shall hold discussions with, negotiate with, provide any information to, or initiate, encourage, solicit, or agree to any offer from, any person other than the Company, regarding any merger, sale of securities, sale of assets, sale of liabilities, or similar transaction involving Base Ten or any transaction that could be expected to impede, delay, interfere with, prevent, or dilute the benefits to the Company of the transactions contemplated hereby, unless: (i) the board of directors of Base Ten determines in good faith based on written advice of its outside legal counsel that the action is necessary for the board of directors of Base Ten to comply with its fiduciary duties to the shareholders of Base Ten under applicable law; and (ii) prior to entering into negotiations, the board of directors of Base Ten receives from the other party an executed confidentiality agreement and proposal with terms no less favorable to Base Ten than those contained in this Agreement; and (iii) prior to entering into any such negotiations, Base Ten provides written notice to the Company that includes the terms of the proposal, the identity of the person making the proposal, and the fact that clauses (a) and (b) of this Section 5.20(a) have been satisfied. (b) Between the date of this Agreement and the earlier to occur of the Closing or the termination of this Agreement in accordance with Section 7.1, neither the Company nor any person acting on its behalf shall hold discussions, negotiate with, provide any information to, or initiate, encourage, solicit, or agree to any offer from, any person other than Base Ten regarding any merger, sale of securities, sale of assets, sale of liabilities, or similar transaction involving the Company or any transaction that could be expected to impede, delay, interfere with, prevent, or dilute the benefits to Base Ten of the transactions contemplated hereby, unless: (i) the board of directors of the Company determines in good faith based on written advice of its outside legal counsel that the action is necessary for the board of directors of the Company to comply with its fiduciary duties to the stockholders of the Company under applicable law; and (ii) prior to entering into negotiations, the board of directors of the Company receives from the ...

Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.

Exclusivity. During the term of this Agreement, (i) Executive shall devote Executive’s entire working time, attention and energies to the business of the Company and shall not (A) accept any other employment or consultancy or (B) serve on the board of directors or similar body of any other entity, unless such position under this subsection (e)(i)(A) or (B) is approved by the Chief Executive Officer of the Company (which such approval shall continue until such time as the Company provides notice to Executive that, in its reasonable judgment, such position is with a company that is competitive with the Company, interferes with Executive’s duties to the Company or places Executive in a Competing Position with, or otherwise conflicts with, the interests of the Company, at which time the Company and Executive will discuss such conflict and the parties will use reasonable efforts to reach agreement on its resolution); provided that Executive may engage in civic and not-for-profit activities, so long as such activities, in the aggregate, do not conflict with the interests of the Company or materially interfere with the performance of Executive’s duties to the Company. (ii) Except with the prior written approval of the Chief Executive Officer (which the Chief Executive Officer may grant or withhold in his or her discretion), Executive will not, while employed with the Company, or during any period during which Executive is receiving compensation or any other consideration for services from the Company, engage, directly or indirectly, in any business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a Competing Position to, that of the Company or any of its subsidiaries or affiliates and/or any or its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during Executive’s employment by the Company (collectively, “Affiliates”). (iii) During Executive’s employment by the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any financial position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, competitive with the business of the Company or any of its Affiliates; provided, however, Executive may accept equity compensation related to the positions or business activities e...

Exclusivity. The Term Contract is not an exclusive license to provide the Products described in the Term Contract. The Department may, without limitation and without recourse by the Contractor, contract with other vendors to provide the same or similar Products.

Exclusivity. Nothing herein contained shall prevent the Distributor from entering into similar distribution arrangements or from providing the services contemplated hereunder to other investment companies or investment vehicles.