No Inconsistent Negotiations Clause Samples
The "No Inconsistent Negotiations" clause prohibits either party from entering into negotiations or agreements with third parties that would conflict with the terms or objectives of the current agreement. In practice, this means that while the agreement is in effect, both parties must refrain from making commitments or engaging in discussions that could undermine or contradict their obligations under the existing contract. This clause serves to protect the integrity of the agreement by ensuring that both parties remain fully committed and do not create conflicting obligations elsewhere.
No Inconsistent Negotiations. Neither the Company nor the Stockholders shall, nor shall any of them authorize or knowingly permit any director, officer, employee or other agent of the Company, directly or indirectly, to (i) take any action to solicit, initiate or encourage the submission of a Proposal; (ii) participate in any negotiations regarding, or furnish to any other person, entity or group any nonpublic information with respect to, a Proposal, or (iii) otherwise cooperate in any way with, or assist or participate in, facilitate, or encourage, any effort or attempt by any other person, entity or group to make a Proposal to the Stockholders or the Company. In addition, the Company and the Stockholders shall use reasonable efforts to cause any financial advisor engaged by the Company or the Stockholders for any purpose within the past twelve (12) months to refrain from taking any of the actions referred to in clause (i) or (ii) of the immediately preceding sentence. The Company and the Stockholders shall immediately cease any existing discussions or negotiations with any parties (other than Buyer) conducted heretofore with respect to any of the foregoing. The Company or the Stockholders shall notify Buyer promptly if any Proposal, or any inquiry or contact with any person with respect thereto, is made and shall, in any such notice to Buyer, indicate in reasonable detail the identity of the offeror and the terms and conditions of the Proposal, including the proposed financing for such Proposal if contained therein. The Company and the Stockholders shall respond to any such Proposal only to the extent consistent with their obligations under this Purchase Agreement.
No Inconsistent Negotiations. Seller shall not and shall not authorize or permit any of its Affiliates or any officer, director, employee, investment banker, attorney or other adviser or representative of Seller to sell, dispose of or encumber the Assets, or any material portion thereof, or consider or solicit any offers, engage in any negotiations, or make any agreements with respect to the sale or disposition of the Assets or any material portion thereof. Seller shall inform other persons with which it has been discussing the possible sale of the Assets that Seller has entered into this Agreement, and Seller shall notify Buyer promptly in writing following receipt of any unsolicited inquiries or offers with respect to the foregoing.
No Inconsistent Negotiations. Subject to fiduciary obligations under law as advised by counsel in writing, through the Closing Date, neither HeadHunter nor the Shareholder shall take any of the following actions, or permit any agent of HeadHunter, directly or indirectly, to take any of the following actions:
(i) take any action to solicit, initiate or encourage the submission of a Proposal; or
(ii) participate in any negotiations regarding, or furnish to any other person any non-public information with respect to, 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. HeadHunter and the Shareholder shall notify ITC promptly if any Proposal, or any inquiry or contact with any person with respect thereto, is made and shall, in any such notice to ITC, indicate in reasonable detail the identity of the offeror and the terms and conditions of the Proposal, including the proposed financing for such Proposal. HeadHunter shall respond to any such Proposal only to the extent required by fiduciary obligations under law, as advised by its counsel in writing.
No Inconsistent Negotiations. 9 3.5. News Releases........................................................................9 3.6.
No Inconsistent Negotiations. (a) Except as is contemplated in Section 5.2 hereof, none of the Companies shall (and shall not permit or authorize any Person acting on its behalf to) and neither Seller shall, (and shall not permit or authorize the Companies, or any respective director, manager, officer, employee or other agent of any such company to), directly or indirectly, solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any Person (other than Purchaser) relating to any transaction involving the sale, assignment, transfer, pledge, mortgage, purchase, acquisition, set in usufruct, encumber or otherwise dispose of all or any part of the Business or Assets (other than in the ordinary course of business) or any shares of capital stock or equity rights of the Companies, or any merger, consolidation, business combination, or similar transaction involving any of the Companies (a "Takeover Proposal"), provided, however, that prior to the Closing, the Seller or each of the Companies, may, in response to any unsolicited bona fide written proposal relating to any actual or proposed Takeover Proposal that the respective board of directors or similar governing body reasonably determines is likely to lead to a transaction involving all or any part of the Companies on terms and conditions more favorable to Seller's shareholders than the transactions set forth herein, furnish information with respect to the Seller and the Companies, to any person pursuant to a customary confidentiality agreement and participate in discussions and negotiations with such person; and provided further that nothing contained in this Section 5.5 shall prohibit the Seller or the Companies from making such disclosure to the Seller or its stockholders which, in the good faith judgment of the board of directors of Seller may be required under applicable law. Upon execution of this Agreement, the Seller shall (and shall cause each of the Companies to) immediately cease any existing activities, discussions or negotiations with any parties conducted prior to such execution with respect to any of the foregoing. Seller shall (and shall cause each of the Companies to) promptly inform Purchaser about any such inquiry or proposal received by it.
(b) None of the Companies shall (and shall not permit or authorize any Person on its behalf to) and neither Seller shall, (and shall not perm...
No Inconsistent Negotiations. Subject to fiduciary obligations under Law as advised by counsel in writing, and except for Principals, Hemagen shall not permit or authorize any director, officer, employee or other agent of the Company, or Hemagen, directly or indirectly, to
(i) Take any action to solicit, initiate or encourage the submission of a Proposal, or
(ii) Participate in any negotiations regarding, or Furnish to any other person, entity or group any non-public information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate, or encourage, any effort or attempt by any other person, entity or group to do or seek any of the foregoing. In addition, Hemagen shall use its best efforts to cause any financial adviser engaged by Hemagen for any purpose within the past 12 months to refrain from taking any of the actions referred to in clause (i) or (ii) of the immediately preceding sentence. Hemagen shall immediately cease and cause to be terminated any existing discussions or negotiations with any parties (other than Buyer and Principals) conducted heretofore with respect to any of the foregoing. Hemagen shall notify Buyer promptly of the occurrence of any Proposal, or inquiry or contact. Hemagen shall not respond to any such Proposal.
No Inconsistent Negotiations. 7 3.05 Public Announcements...................................................7 3.06 Employees..............................................................7 3.07
No Inconsistent Negotiations. The Company shall not (and shall not permit or authorize any Person acting on its behalf to) and Seller shall not, (and shall not permit or authorize the Company or any director, officer, employee or other agent of a Seller or the Company, to), directly or indirectly, solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any Person (other than Buyer) relating to any transaction involving the sale of the business or Assets (other than in the Ordinary Course of Business) of the Company, or any of the capital stock of the Company, or any merger, consolidation, business combination, or similar transaction involving the Company. The Company and each Seller shall promptly inform Buyer about any such inquiry or proposal received by it or him.
No Inconsistent Negotiations. Neither Company nor any of the Partners shall, nor shall any of them permit or authorize any officer, employee or other agent of Company, or any of the Partners, directly or indirectly, to
(i) take any action to solicit, initiate or encourage the submission of a Proposal, or
(ii) participate in any negotiations regarding, or furnish to any other person, entity or group any non-public information with respect to, or otherwise cooperate in any way with, or encourage, any effort or attempt by any other person, entity or group to do or seek any of the foregoing. Company or the Partners shall notify Buyer promptly if any Proposal is made and shall, in any such notice to Buyer, indicate in reasonable detail the identity of the offeror and the terms and conditions of the Proposal, including the proposed financing for such Proposal.
No Inconsistent Negotiations. 7 3.05 News Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3.06