Company Solicitation Sample Clauses
Company Solicitation. Except as set forth in Section 7.05 of the Company Disclosure Schedule , from and after the date of this Agreement and ending on the earlier of (a) the Second Merger Effective Time and (b) the termination of this Agreement in accordance with Section 9.01, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, and PubCo shall not, (i) initiate or solicit, whether publicly or otherwise, any inquiries with respect to, or the making of, any Company Acquisition Proposal that is not a Permitted Financing, (ii) other than to the extent necessary to consummate a Permitted Financing, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of a Group Company or PubCo, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal or Variable Rate Transaction, (iv) approve, endorse, recommend, execute or enter into any acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Company Acquisition Proposal or Variable Rate Transaction or any proposal or offer that could reasonably be expected to lead to a Company Acquisition Proposal or Variable Rate Transaction, or (v) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives to take any such action. The Company shall promptly notify Kcompany (and in any event within twenty-four (24) hours) of the receipt of any written Company Acquisition Proposal by any Group Company or PubCo after the date of this Agreement, which notice shall identify the third party making any Company Acquisition Proposal and shall include copy of a written Company Acquisition Proposal. Notwithstanding the foregoing, the Company may inform any person making an unsolicited proposal regarding a Company Acquisition Proposal of the terms of this Section 7.05. The parties agree that any violation of the restrictions set forth in this Section 7.05 by any Group Company or PubCo or its respective Representatives shall be deemed to be a breach of this Section 7.05 by the Company and PubCo.
Company Solicitation. The Company shall cause each individual designated in accordance with Section 3.1(b) to be included in the Board’s “slate” of nominees for the applicable meeting of stockholders and shall use commercially reasonable best efforts to solicit from its stockholders eligible to vote for the election of Directors proxies (i) in favor of the election of such individuals and (ii) against removal of each such individual (to the extent such individual is serving as a Director).