Common use of Cessation of Ongoing Discussions Clause in Contracts

Cessation of Ongoing Discussions. The Company shall, and shall direct its Representatives to, cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal.

Appears in 9 contracts

Samples: Merger Agreement (Mapinfo Corp), Merger Agreement (Mapinfo Corp), Merger Agreement (Valley National Gases Inc)

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Cessation of Ongoing Discussions. The Company shall, and shall direct cause its Subsidiaries and its and their Representatives to, cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal.

Appears in 8 contracts

Samples: Merger Agreement (Avid Technology Inc), Merger Agreement (Infospace Inc), Merger Agreement (Pinnacle Systems Inc)

Cessation of Ongoing Discussions. The Company shall, and shall direct its Representatives to, cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition ProposalProposal and shall request that all confidential information previously furnished to any such third parties be promptly returned or destroyed.

Appears in 7 contracts

Samples: Merger Agreement (@Road, Inc), Merger Agreement (Trimble Navigation LTD /Ca/), Merger Agreement (Serena Software Inc)

Cessation of Ongoing Discussions. The Company shall, and shall direct cause its Representatives to, cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition ProposalProposal and shall promptly demand to be returned (or destroyed, to the extent permitted by the terms of the applicable confidentiality agreement) all confidential information provided by or on behalf of the Company or any of its Subsidiaries to any such Person.

Appears in 3 contracts

Samples: Merger Agreement (Covidien PLC), Merger Agreement (Aspect Medical Systems Inc), Merger Agreement (Aspect Medical Systems Inc)

Cessation of Ongoing Discussions. The Company shall, and shall direct and use reasonable efforts to cause its Representatives to, cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any offer or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition ProposalProposal and request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company has engaged in any such activities within the 6-month period preceding the date of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Rsa Security Inc/De/), Merger Agreement (Emc Corp)

Cessation of Ongoing Discussions. The Company shall, and shall direct cause its subsidiaries and its and their Representatives to, cease immediately all discussions and negotiations that commenced prior to existing as of the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. As of the date of this Agreement, the Company represents that neither it nor any of its subsidiaries nor their Representatives is engaged, directly or indirectly, in any discussions or negotiations with any other party (other than Parent) with respect to an Acquisition Proposal.

Appears in 2 contracts

Samples: Exclusivity and Right of First Refusal Agreement (Vari L Co Inc), Exclusivity and Right of First Refusal Agreement (Sirenza Microdevices Inc)

Cessation of Ongoing Discussions. The Company shall, and shall direct its Representatives to, cease immediately all discussions and discussions, solicitations or negotiations with any Person (other than the parties hereto) that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Option Care Inc/De), Merger Agreement (Walgreen Co)

Cessation of Ongoing Discussions. The Company shall, and shall direct cause its Representatives to, cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal.

Appears in 2 contracts

Samples: Merger Agreement (Icoria, Inc.), Merger Agreement (Clinical Data Inc)

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Cessation of Ongoing Discussions. The Company shall, and shall direct its Representatives to, cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; provided, however, that the foregoing shall not in any way limit or modify any of the Company’s rights under the other provisions of this Section 6.1.

Appears in 1 contract

Samples: Merger Agreement (Trimeris Inc)

Cessation of Ongoing Discussions. The Company shall, and shall cause its Subsidiaries and direct its and their Representatives to, cease immediately all ongoing discussions and negotiations that commenced prior to the date of this the Original Merger Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; provided, however, that the foregoing shall not in any way limit or modify any of the Company’s rights under the other provisions of this Section 6.1.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Palomar Medical Technologies Inc)

Cessation of Ongoing Discussions. The Company shall, and shall direct its Representatives to, cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, and the Company shall use its reasonable best efforts to cause any parties in possession of confidential information about the Company that was furnished by or on behalf of the Company to return or destroy all such information in the possession of any such party or its representatives.

Appears in 1 contract

Samples: Merger Agreement (Kronos Inc)

Cessation of Ongoing Discussions. The Company shall, and shall direct its Representatives to, cease immediately all discussions and negotiations with any third parties that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal.

Appears in 1 contract

Samples: Asset Purchase Agreement (Matritech Inc/De/)

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