Exclusivity Clause Example with 5 Variations from Business Contracts

Exclusivity. During the Interim Period, each no Sponsor Person shall not take, nor shall it permit any of its Affiliates or any of its or their respective Representatives to take, whether directly or indirectly, any action to (i) (a) solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its equityholders and/or S1 Holdco, Protected..., any of their respective equityholders or any Affiliates or Representatives) Representatives of any of the foregoing), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination involving AAC (a "Business Combination Proposal") or (ii) (b) approve, endorse or recommend, or make any public statement approving, endorsing or recommending, any Business Combination Proposal, in the case of each of clauses (i) (a) and (ii), (b), other than a Business Combination Proposal with the Company, its Trebia, S1 Holdco, Protected, each their equityholders and their respective Affiliates and Representatives. Each Sponsor Person shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal, other than with the Company, its equityholders or their respective controlled Affiliates. 2 3. Waiver of Certain Rights. Each Sponsor Person hereby irrevocably and unconditionally agrees: (a) not to (i) demand that AAC redeem its or their Covered Shares in connection with the Transactions or (ii) otherwise participate in any such redemption by tendering or submitting any of its Covered Shares for redemption; and (b) not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against AAC, the Company, any Affiliate of AAC or the Company or any designee of a Sponsor Person or the Company acting in its capacity as director, officer or manager or in any similar capacity or S1 Holdco, Protected, any of their respective successors and assigns relating to the negotiation, execution equityholders or delivery any Affiliates or Representatives of this Sponsor Agreement, the Business Combination Agreement or the consummation any of the Transactions. foregoing. View More

Exclusivity. During the Interim Period, each Sponsor Person Party shall not take, nor shall it permit any of its Affiliates or any of its or their respective Representatives to take, whether directly or indirectly, any action to (i) solicit, initiate, continue (a) make any proposal or engage offer that constitutes a Business Combination Proposal (b) solicit or initiate any inquiry, indication of interest, proposal or offer or participate in any discussions or negotiations with, with any Person or furnish or ...make available to such Person any information with respect to a Business Combination Proposal (other than to make such Person aware of the provisions of this Paragraph 4) or (c) enter into any understanding, arrangement, acquisition agreement, business combination, merger agreement with, or encourage, respond, provide information to similar definitive agreement, or commence due diligence any letter of intent, memorandum of understanding or agreement in principle, or any other commitment (whether or not legally binding) with respect to, any Person (other than the Company, its equityholders and/or any of their Affiliates or Representatives) concerning, third party relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any a Business Combination involving AAC (a "Business Combination Proposal") Proposal, or (ii) (d) approve, endorse or recommend, or make any public statement approving, endorsing or recommending, any Business Combination Proposal, and in the each case of each of clauses (i) and (ii), (a) to (d), other than a Business Combination Proposal to or with the Company, Company and its equityholders and their respective Affiliates and Representatives. representatives. Each Sponsor Person Party shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal, other than with the Company, its equityholders or their respective controlled Affiliates. 2 Proposal. 3 5. Waiver of Certain Rights. Each Sponsor Person Party hereby irrevocably and unconditionally agrees: (a) not to (i) demand that AAC redeem its or their Covered Shares in connection with the Transactions or (ii) otherwise participate in any such redemption by tendering or submitting any of its Covered Shares for redemption; and (b) not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any action, claim, derivative or otherwise, against AAC, Acquiror, the Company, any Affiliate of AAC Acquiror or the Company or any designee of a Sponsor Person Party or the Company acting in its capacity as director, officer or manager or in any similar capacity or any of their respective successors and permitted assigns relating to the negotiation, execution or delivery of this Sponsor Support Agreement, the Business Combination other Ancillary Agreements, the Merger Agreement or the consummation of the Transactions. Transactions (including any action (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Merger Agreement or any of the Ancillary Agreements or (b) alleging a breach of any fiduciary duty of the board of directors of Acquiror in connection with this Sponsor Support Agreement, the Merger Agreement, any other Ancillary Agreement or any of the Transactions); and (b) not to (i) redeem its Covered Shares in connection with the Transactions, or (ii) otherwise participate in any such redemption by tendering or submitting any of its Covered Shares for redemption. View More

Exclusivity. During the Interim Period, each Sponsor Person shall not take, nor shall it permit any of its Affiliates or any of its or their respective Representatives to take, whether directly or indirectly, any action to (i) solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, Tempo, its equityholders and/or any of their Affilia...tes or Representatives) concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination involving AAC FTAC (a "Business Combination Proposal") or (ii) approve, endorse or recommend, or make any public statement approving, endorsing or recommending, any Business Combination Proposal, in the case of each of clauses (i) and (ii), other than a Business Combination Proposal with the Company, Tempo, its equityholders and their respective Affiliates and Representatives. Each Sponsor Person shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal, other than with the Company, Tempo, its equityholders or their respective controlled Affiliates. 2 3. Waiver of Certain Rights. Each Sponsor Person hereby irrevocably and unconditionally agrees: (a) not to (i) demand that AAC redeem its or their Covered Shares in connection with the Transactions or (ii) otherwise participate in any such redemption by tendering or submitting any of its Covered Shares for redemption; and (b) not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against AAC, the Company, any Affiliate of AAC or the Company or any designee of a Sponsor Person or the Company acting in its capacity as director, officer or manager or in any similar capacity or any of their respective successors and assigns relating to the negotiation, execution or delivery of this Sponsor Agreement, the Business Combination Agreement or the consummation of the Transactions. View More

Exclusivity. During the Interim Period, each Sponsor Person shall not take, nor shall it permit any of its Affiliates or any of its or their respective Representatives to take, whether directly or indirectly, any action to (i) solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its equityholders and/or any of their Affiliates or ...Representatives) concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination involving AAC (a "Business Combination Proposal") or (ii) approve, endorse or recommend, or make any public statement approving, endorsing or recommending, any Business Combination Proposal, in the case of each of clauses (i) and (ii), other than a Business Combination Proposal with the Company, its equityholders and their respective Affiliates and Representatives. Each Sponsor Person shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal, other than with the Company, its equityholders or their respective controlled Affiliates. 2 3. Waiver of Certain Rights. Each Sponsor Person hereby irrevocably and unconditionally agrees: (a) not to (i) demand that AAC redeem its or their Covered Shares in connection with the Transactions or (ii) otherwise participate in any such redemption by tendering or submitting any of its Covered Shares for redemption; and (b) not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against AAC, the Company, any Affiliate of AAC or the Company or any designee of a Sponsor Person or the Company acting in its capacity as director, officer or manager or in any similar capacity or any of their respective successors and assigns relating to the negotiation, execution or delivery of this Sponsor Agreement, the Business Combination Agreement or the consummation of the Transactions. View More

Exclusivity. During the Interim Period, each Sponsor Person shall not take, nor shall it permit any of its Affiliates or any of its or their respective Representatives to take, whether directly or indirectly, any action to (i) solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, PGHL, its equityholders shareholders and/or any of t...heir Affiliates or Representatives) Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination involving AAC (a "Business Combination Proposal") or (ii) approve, endorse or recommend, or make any public statement approving, endorsing or recommending, any Business Combination Proposal, in the case of each of clauses (i) and (ii), other than a Business Combination Proposal with the Company, its equityholders and their respective Affiliates and Representatives. Each Sponsor Person shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal, other than with the Company, its equityholders or their respective controlled Affiliates. 2 3. Waiver of Certain Rights. Each Sponsor Person hereby irrevocably and unconditionally agrees: (a) not to (i) demand that AAC FTAC redeem its or their Covered Shares in connection with the Transactions or (ii) otherwise participate in any such redemption by tendering or submitting any of its Covered Shares for redemption; and (b) not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against AAC, FTAC, the Company, PGHL Parties, any Affiliate of AAC FTAC or the Company PGHL Parties or any designee of a Sponsor Person or the Company PGHL Party acting in its capacity as director, officer or manager or in any similar capacity or any of their respective successors and assigns relating to the negotiation, execution or delivery of this Sponsor Agreement, the Business Combination Merger Agreement or the consummation of the Transactions. View More