Confidentiality; No Solicitation. (a) Each Stockholder recognizes that successful consummation of the transactions contemplated by this Agreement (including the Merger) may be dependent upon confidentiality with respect to the matters referred to herein. In this connection, prior to the public disclosure thereof by Parent or the Company pursuant to the terms of the Merger Agreement, each Stockholder hereby agrees, in his or her capacity as a stockholder of the Company only, not to issue any press release or make any other public statement or disclose or discuss such matters with anyone not a party to this Agreement (other than such Stockholder’s counsel and advisors, if any) without the prior written consent of Parent and the Company, except as required by Applicable Law. (b) Except as set forth in this Section 4.4 each Stockholder (solely in his or her capacity as a Stockholder of the Company) hereby agrees that it shall immediately cease and cause to be terminated all existing discussions and negotiations with any Person conducted heretofore with respect to any Acquisition Proposal. During the term of this Agreement and except as permitted by Section 4.4(c), each Stockholder agrees that it shall not, directly or indirectly, (i) solicit, initiate, endorse, knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiry, proposal or offer with respect to, or the making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, or (ii) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other contract relating to an Acquisition Proposal or any proposal or offer that is intended to lead to an Acquisition Proposal or that requires the Company to abandon the Merger Agreement or the transactions contemplated thereby. Each Stockholder hereby agrees to notify Parent in writing of any Acquisition Proposal within 24 hours after receipt of any such Acquisition Proposal, and shall disclose the material terms of such Acquisition Proposal. (c) Notwithstanding anything to the contrary in this Agreement, solely to the extent the Company is permitted to take the actions set forth in Section 6.7 of the Merger Agreement with respect to an Acquisition Proposal and such Stockholder has not breached this Section 4.4, each Stockholder and its Representatives will be free to participate in any discussions or negotiations regarding such Acquisition Proposal with the Person making such Acquisition Proposal and to otherwise take action to the extent the Company may take such action, provided that such action by such Stockholder and its Representatives would be permitted to be taken by the Company pursuant to Section 6.7 of the Merger Agreement. (d) For purposes of this Section 4.4, the Company will be deemed not to be a Representative of any Stockholder, and no officer, director, employee, agent or advisor of the Company (in each case, solely in their capacities as such) will be deemed to be a Representative of any such Stockholder. For the avoidance of doubt, nothing in this Section 4.4 shall affect in any way the obligations of any Person (including the Company) under Section 6.7 of the Merger Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Akorn Inc), Voting Agreement (Hi Tech Pharmacal Co Inc)
Confidentiality; No Solicitation. (a) Each Stockholder recognizes that successful consummation of the transactions contemplated by this Agreement (including the Merger) may be dependent upon confidentiality with respect to the matters referred to herein. In this connection, prior to the public disclosure thereof by Parent or the Company pursuant to the terms of the Merger Agreement, each Stockholder hereby agrees, in his his, her or her its capacity as a stockholder of the Company only, not to issue any press release or make any other public statement or disclose or discuss such matters with anyone not a party to this Agreement (other than such Stockholder’s counsel and advisors, if any) without the prior written consent of Parent and the Company, except as required by Applicable Law.
(b) Except as set forth in From the date hereof until the termination of this Agreement pursuant to Section 4.4 5.1 hereof, each Stockholder (solely in his his, her or her its capacity as a Stockholder of the Company) hereby agrees that he, she or it shall, and shall direct his, her or its Representatives to, immediately cease and cause to be terminated all existing discussions and negotiations with any Person conducted heretofore with respect to any Acquisition Proposal. During From the term date hereof until the termination of this Agreement and except pursuant to Section 5.1 hereof, such Stockholder (solely in his, her or its capacity as permitted by Section 4.4(c), each a Stockholder of the Company) hereby agrees that he, she or it shall not, and he, she or it shall not authorize any of his, her or its Representatives to, directly or indirectly, (i) solicit, initiate, endorse, knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiry, proposal or offer with respect to, or the making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to would lead to any Acquisition Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or otherwise cooperate in any way with, any Acquisition Proposal, (iii) other than with Parent or its Representatives, enter into, continue, have or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any non-public information in connection with, any Acquisition Proposal or any inquiry with respect thereto, (iv) approve, accept, endorse or recommend any Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or inquiry with respect thereto; (v) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other contract relating to an Acquisition Proposal or any proposal or offer that is intended to lead to an Acquisition Proposal or that requires the Company to abandon the Merger Agreement or the transactions contemplated thereby. Each Stockholder hereby agrees , (vi) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to notify Parent vote, or seek to advise or knowingly influence any Person with respect to the voting of, any Shares in writing connection with any vote or other action on any of matters set forth in Section 2.1(a), other than to recommend that stockholders of the Company vote in favor of the adoption of the Merger Agreement and as otherwise expressly provided in this Agreement or to otherwise vote or consent with respect to Covered Shares in a manner that would not violate Section 2.1, or (vii) agree to do any Acquisition Proposal within 24 hours after receipt of any such Acquisition Proposal, and shall disclose the material terms of such Acquisition Proposalforegoing.
(c) Notwithstanding anything to the contrary in this Agreement, solely to the extent the Company is permitted to take the actions set forth in Section 6.7 of the Merger Agreement with respect to an Acquisition Proposal and such Stockholder has not breached this Section 4.4, each Stockholder and its Representatives will be free to participate in any discussions or negotiations regarding such Acquisition Proposal with the Person making such Acquisition Proposal and to otherwise take action to the extent the Company may take such action, provided that such action by such Stockholder and its Representatives would be permitted to be taken by the Company pursuant to Section 6.7 of the Merger Agreement.
(d) For purposes of this Section 4.44.3, the Company will be deemed not to be a Representative of any Stockholder, and no officer, director, employee, agent or advisor of the Company (in each case, solely in their capacities as such) will be deemed to be a Representative of any such Stockholder. For the avoidance of doubt, nothing in this Section 4.4 shall affect in any way the obligations of any Person (including the Company) under Section 6.7 of the Merger Agreement.
Appears in 1 contract
Samples: Voting Agreement (Mac-Gray Corp)
Confidentiality; No Solicitation. (a) Each Stockholder recognizes that successful consummation of the transactions contemplated by this Agreement (including the Merger) may be dependent upon confidentiality with respect to the matters referred to herein. In this connection, prior to the public disclosure thereof by Parent Buyer or the Company pursuant to the terms of the Merger Agreement, each Stockholder hereby agrees, in his his, her or her its capacity as a stockholder of the Company only, not to issue any press release or make any other public statement or disclose or discuss such matters with anyone not a party to this Agreement (other than such Stockholder’s counsel and advisors, if any) without the prior written consent of Parent Buyer and the Company, except as required by Applicable Law.
(b) Except as set forth in From the date hereof until the termination of this Agreement pursuant to Section 4.4 5.1 hereof, each Stockholder (solely in his his, her or her its capacity as a Stockholder of the Company) hereby agrees that he, she or it shall, and shall direct his, her or its Representatives to, immediately cease and cause to be terminated all existing discussions and negotiations with any Person conducted heretofore with respect to any Acquisition Proposal. During From the term date hereof until the termination of this Agreement and except pursuant to Section 5.1 hereof, such Stockholder (solely in his, her or its capacity as permitted by Section 4.4(c), each a Stockholder of the Company) hereby agrees that he, she or it shall not, and he, she or it shall not authorize any of his, her or its Representatives to, directly or indirectly, (i) solicit, initiate, endorse, knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiry, proposal or offer with respect to, or the making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to would lead to any Acquisition Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or otherwise cooperate in any way with, any Acquisition Proposal, (iii) other than with Buyer or its Representatives, enter into, continue, have or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any non-public information in connection with, any Acquisition Proposal or any inquiry with respect thereto, (iv) approve, accept, endorse or recommend any Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or inquiry with respect thereto; (v) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other contract relating to an Acquisition Proposal or any proposal or offer that is intended to lead to an Acquisition Proposal or that requires the Company to abandon the Merger Agreement or the transactions contemplated thereby. Each Stockholder hereby agrees , (vi) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to notify Parent vote, or seek to advise or knowingly influence any Person with respect to the voting of, any Shares in writing connection with any vote or other action on any of matters set forth in Section 2.1(a), other than to recommend that stockholders of the Company vote in favor of the adoption of the Merger Agreement and as otherwise expressly provided in this Agreement or to otherwise vote or consent with respect to Covered Shares in a manner that would not violate Section 2.1, or (vii) agree to do any Acquisition Proposal within 24 hours after receipt of any such Acquisition Proposal, and shall disclose the material terms of such Acquisition Proposalforegoing.
(c) Notwithstanding anything to the contrary in this Agreement, solely to the extent the Company is permitted to take the actions set forth in Section 6.7 of the Merger Agreement with respect to an Acquisition Proposal and such Stockholder has not breached this Section 4.4, each Stockholder and its Representatives will be free to participate in any discussions or negotiations regarding such Acquisition Proposal with the Person making such Acquisition Proposal and to otherwise take action to the extent the Company may take such action, provided that such action by such Stockholder and its Representatives would be permitted to be taken by the Company pursuant to Section 6.7 of the Merger Agreement.
(d) For purposes of this Section 4.44.3, the Company will be deemed not to be a Representative of any Stockholder, and no officer, director, employee, agent or advisor of the Company (in each case, solely in their capacities as such) will be deemed to be a Representative of any such Stockholder. For the avoidance of doubt, nothing in this Section 4.4 shall affect in any way the obligations of any Person (including the Company) under Section 6.7 of the Merger Agreement.
Appears in 1 contract
Samples: Voting Agreement (Lyris, Inc.)
