Companies Solicitation Clause Samples

Companies Solicitation. (a) Until the earlier of the Effective Time or the date this Agreement is terminated pursuant to Article VIII, none of Worsley, the Companies, the Companies’ Subsidiaries nor any of their respective Representatives will (i) initiate, solicit or knowingly encourage (it being understood that providing non-public information in the ordinary course of business will not, in and of itself, constitute encouragement hereunder) the submission of any inquiries, proposals or offers or knowingly make any other efforts or attempts that constitute, or would reasonably be expected to lead to, any Companies Takeover Proposal, or engage in any discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations, (ii) approve or recommend, or publicly propose to approve or recommend, a Companies Takeover Proposal, (iii) enter into any merger agreement, letter of intent or other agreement providing for or relating to a Companies Takeover Proposal, (iv) enter into any agreement requiring Worsley or the Companies to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, or (v) propose or agree to do any of the foregoing. Worsley and the Companies shall immediately cease and cause to be terminated any activities that would otherwise be a violation of this Section 6.14(a) conducted theretofore by Worsley, the Companies or their respective Representatives with respect to any Companies Takeover Proposal. With respect to parties with whom discussions or negotiations have been terminated on or prior to the date hereof, Worsley and the Companies shall use their commercially reasonable efforts to require such parties to promptly return or destroy in accordance with the terms of the applicable confidentiality agreement any confidential information previously furnished by Worsley and the Companies. (b) Worsley and the Companies agree that any violations of the restrictions set forth in Section 6.14(a) by any Representative of Worsley and the Companies or any of their respective Subsidiaries, shall be deemed to be a breach of Section 6.14(a) by Worsley and the Companies.