Company Solicitation. From and after the date hereof until the Second Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.01, the Company shall not, and shall cause the Company Subsidiaries not to and shall direct its and their Representatives not to, (i) initiate, solicit, facilitate or knowingly encourage (including by way of furnishing non-public information), whether publicly or otherwise, any inquiries with respect to, or the making of, any Company Acquisition Proposal, (ii) engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any Confidential Information or data to, any person relating to a Company Acquisition Proposal, (iii) enter into, engage in and maintain discussions or negotiations with respect to any Company Acquisition Proposal (or inquiries, proposals or offers or other efforts that would reasonably be expected to lead to any Company Acquisition Proposal) or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations, (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of the Company Subsidiaries, (v) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal, (vi) approve, endorse, recommend, execute or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Company Acquisition Proposal (each, a “Company Acquisition Agreement”) or any proposal or offer that could reasonably be expected to lead to a Company Acquisition Proposal, or (vii) 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, and shall instruct and cause the Company Subsidiaries and each of their respective Representatives to immediately cease any solicitations, discussions or negotiations with any person (other than the Parties and their respective Representatives) in connection with a Company Acquisition Proposal. The Company also agrees that it will promptly request each person (other than the Parties and their respective Representatives) that has prior to the date here...
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).
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.
