Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 , Silvermex shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex or any Silvermex Subsidiary:
(i) solicit, initiate or encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal;
(ii) participate in any discussions or negotiations regarding any Acquisition Proposal;
(iii) withdraw, modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated hereby;
(iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or
(v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding the preceding sentence of this Section 4.4(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior to the Silvermex Meeting from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 and that the Silvermex Board determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acq...
Covenants Regarding Non-Solicitation. (a) Storm shall immediately cease and cause to be terminated all existing discussions and negotiations (including, without limitation, through any advisors or other parties on its behalf), with any parties (other than ARC) conducted before the date of this Agreement with respect to any proposal that constitutes, or may reasonably be expected to constitute or lead to an Acquisition Proposal. Storm shall not modify or release any third party from any existing confidentiality agreement (including, for greater certainty, any existing standstill provisions). Storm shall discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible request, to the extent that it is entitled to do so and exercise all rights it has to require the return or destruction of all confidential information provided to any third parties who have entered into a confidentiality agreement with Storm relating to an Acquisition Proposal and shall request (and exercise all rights to require) the destruction of all material including or incorporating or otherwise reflecting any material confidential information regarding Storm and shall use all reasonable commercial efforts to ensure that such requests are honoured. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 3.5(a) by Storm or its officers, directors, employees, representatives and agents shall be deemed to be a breach of this Section 3.5(a) by Storm.
(b) Storm shall not, directly or indirectly, do or authorize or permit any of its officers, directors or employees or any financial advisor, expert or other representative retained by it to do, any of the following:
(i) solicit, assist, initiate, encourage or in any way facilitate (including by way of furnishing information, or entering into any form of written or oral agreement, arrangement or understanding) any Acquisition Proposal or inquiries, proposals or offers regarding an Acquisition Proposal;
(ii) enter into or participate in any discussions or negotiations regarding an Acquisition Proposal, or furnish to any other Person any information with respect to its businesses, properties, operations, prospects or conditions (financial or otherwise) in connection with an Acquisition Proposal or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any ef...
Covenants Regarding Non-Solicitation. (a) Each Party shall, and shall direct and cause its respective officers, directors, employees, representatives, advisors and agents and its subsidiaries and their representatives, advisors, agents, officers, directors and employees to immediately cease and cause to be terminated any solicitation, encouragement, activity, discussion or negotiation with any parties that may be ongoing with respect to an Acquisition Proposal whether or not initiated by such Party, and each Party shall request the return of information regarding such Party and its respective subsidiaries previously provided to such parties and shall request the destruction of all materials including or incorporating any confidential information regarding such Party and its Subsidiaries. Each Party agrees not to release any third party from any confidentiality agreement relating to a potential Acquisition Proposal to which such third party is a party. Each Party further agrees not to release any third party from any standstill or similar agreement or obligation to which such third party is a party or by which such third party is bound (it being understood and agreed that the automatic termination of a standstill provision due to the announcement of the Arrangement or the entry into this Agreement shall not be a violation of this Section 2(a)).
(b) Subject to Section 3 of this Schedule H or unless permitted pursuant to Section 2, each Party agrees that it shall not, and shall not authorize or permit any of its officers, directors, employees, representatives, advisors or agents or its subsidiaries, directly or indirectly, to:
(i) make, solicit, initiate, entertain, encourage, promote or facilitate, including by way of furnishing information, permitting any visit to its facilities or properties or entering into any form of agreement, arrangement or understanding, any inquiries or the making of any proposals regarding an Acquisition Proposal or that may be reasonably be expected to lead to an Acquisition Proposal;
(ii) participate, directly or indirectly, in any discussions or negotiations regarding, or furnish to any person any information or otherwise co-operate with, respond to, assist or participate in any Acquisition Proposal or potential Acquisition Proposal;
(iii) remain neutral with respect to, or agree to, approve or recommend any Acquisition Proposal or potential Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisitio...
Covenants Regarding Non-Solicitation. (a) Titan shall, and shall direct and cause its Representatives to immediately cease and cause to be terminated any solicitation, encouragement, activity, discussion or negotiation with any parties that may be ongoing with respect to an Acquisition Proposal whether or not initiated by Titan, and Titan shall request the return of information regarding Titan and its respective Subsidiaries previously provided to such parties and shall request the destruction of all materials including or incorporating any confidential information regarding Titan. Titan agrees not to release any third party from any confidentiality agreement relating to a potential Acquisition Proposal to which such third party is a party. Titan further agrees not to release any third party from any standstill or similar agreement or obligation to which such third party is a party or by which such third party is bound (it being understood and agreed that the automatic termination of a standstill provision due to the announcement of the Arrangement or the entry into this Agreement shall not be a violation of this Section 2(a)).
(b) Unless permitted pursuant to this Section 2, Titan agrees that it shall not, and shall not authorize or permit any of its Representatives, directly or indirectly, to:
(i) make, solicit, initiate, entertain, encourage, promote or facilitate, including by way of furnishing information, permitting any visit to its facilities or properties or entering into any form of agreement, arrangement or understanding, any inquiries or the making of any proposals regarding an Acquisition Proposal or that may be reasonably be expected to lead to an Acquisition Proposal;
(ii) participate, directly or indirectly, in any discussions or negotiations regarding, or furnish to any person any information or otherwise co-operate with, respond to, assist or participate in any Acquisition Proposal or potential Acquisition Proposal;
(iii) remain neutral with respect to, or agree to, approve or recommend any Acquisition Proposal or potential Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal until 15 days following formal announcement of such Acquisition Proposal shall not be considered to be a violation of this paragraph (b)(iii));
(iv) withdraw, modify, qualify or change in a manner adverse to EFI, or publicly propose to or publicly state that it intends to withdraw, modify, qualify or change in a manner adv...
Covenants Regarding Non-Solicitation. (a) TargetCo shall not, directly or indirectly, do or authorize or permit any of its affiliates, officers, directors or employees or any financial advisor, expert or other representative retained by it or otherwise acting at its direction and on its behalf (any of the foregoing a "Representative") to do, any of the following:
(i) solicit, initiate, encourage or knowingly facilitate any Acquisition Proposal;
(ii) enter into or participate in any discussions or negotiations regarding an Acquisition Proposal, or furnish or otherwise afford access to any other Person any information with respect to its business, properties, operations, prospects or conditions (financial or otherwise) in connection with an Acquisition Proposal or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of any other Person to do or seek to do any of the foregoing;
(iii) withhold, withdraw, modify or qualify in any manner which is adverse to AcquireCo, or which in the opinion of AcquireCo, acting reasonably, is adverse to AcquireCo, the determination, approval or recommendation of the TargetCo Board of Directors as referred to in Section 4.1(ww) with respect to this Agreement or the Arrangement, or publicly propose to do any of the foregoing;
(iv) accept, recommend, approve or enter into an agreement to implement an Acquisition Proposal;
(v) waive, or otherwise forbear in the enforcement of, or enter into or participate in any discussions, negotiations or agreements to waive or otherwise forbear in respect of, any rights or other benefits under confidential information agreements (including, for greater certainty, any Acceptable Confidentiality Agreements entered into as required by the terms of this Agreement), including any "standstill provisions" thereunder; or
(vi) resolve or determine to do or take any action which would be reasonably likely to result in any of the foregoing, provided, however, that notwithstanding any other provision of this Agreement, TargetCo and its Representatives may:
(vii) enter into or participate in any discussions or negotiations with a third party who (without any solicitation, initiation, encouragement or facilitation, or any other breach of this Section 3.4, directly or indirectly, on or after the date of this Agreement, by TargetCo or any of its Representatives) seeks to initiate such discussions or negotiations and, subject to execution of an Acceptable Confidentiality Agreement (provided...
Covenants Regarding Non-Solicitation. (1) Except as expressly provided herein, St. Laurent shall not, directly or indirectly, and shall use its best efforts to cause its representatives not to, (a) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal, (b) participate in any discussions or negotiations regarding any Acquisition Proposal, (c) withdraw or modify in a manner adverse to SSCC the approval of the Board of Directors of St. Laurent of the transactions contemplated hereby, (d) approve or recommend any Acquisition Proposal or (e) enter into any agreement, arrangement or understanding related to any Acquisition Proposal. Notwithstanding the preceding part of this Section 4.5(1) and any other provision of this Agreement but subject to the provisions of Section 4.5(2), nothing shall prevent the Board of Directors of St. Laurent prior to the issuance of the Final Order from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.5(3), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.5 and that the Board of Directors of St. Laurent determines in good faith, after consultation with financial advisors and outside counsel, is reasonably likely to result in a Superior Proposal; provided, however, that prior to taking such action, the Board of Directors must receive written opinion of outside counsel that it is appropriate that the Board of Directors of St. Laurent take such action in order to discharge properly its fiduciary duties. St. Laurent shall not consider, negotiate, accept, approve or recommend an Acquisition Proposal after the date of the issuance of the Final Order. St. Laurent shall, and shall cause the officers, directors, employees, representatives and agents of St. Laurent and its subsidiaries to, cease immediately all discussions and negotiations regarding any proposal received prior to the execution of this Agreement that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal.
Covenants Regarding Non-Solicitation. (a) Datec shall not, directly or indirectly, through any officer, director, employee, representative or agent of Datec or the Datec Subsidiaries, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal, (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to eLandia the approval of the Board of Directors of Datec of the transactions contemplated hereby, (iv) approve or recommend any Acquisition Proposal or (v) cause Datec to enter into any agreement related to any Acquisition Proposal provided, however, that, subject to section 5.6 but notwithstanding the preceding part of this section 5.7(a) and any other provision of this Agreement, nothing shall prevent the Board of Directors of Datec from considering, negotiating, approving, recommending to the Datec shareholders or entering into an agreement in respect of an unsolicited bona fide written Acquisition Proposal that the Board of Directors of Datec determines in good faith, after consultation with financial advisors and after receiving an opinion of outside counsel to the effect that it is appropriate that the Board of Directors of Datec take such action in order to discharge properly its fiduciary duties, would, if consummated in accordance with its terms, result in a transaction (x) more favourable to Datec’s shareholders than the transaction contemplated by this Agreement, and (y) having a value per Datec Common Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement, any such Acquisition Proposal being referred to herein as a “Superior Proposal”.
(b) Datec shall promptly notify eLandia, at first orally and then in writing, of all current Acquisition Proposals, and of all future Acquisition Proposals, of which Datec’s directors or senior officers are or become aware, or any amendments to the foregoing, or any request for non-public information relating to Datec or the Datec Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of Datec or the Datec Subsidiaries by any Person that informs Datec or the Datec Subsidiaries that it is considering making, or has made, an Acquisition Proposal. Such notice shall include a description of the mater...
Covenants Regarding Non-Solicitation. Each Party shall, and shall direct and cause its respective officers, directors, employees, representatives, advisors and agents and its subsidiaries and their representatives, advisors, agents, officers, directors and employees to immediately cease and cause to be terminated any solicitation, encouragement, activity, discussion or negotiation with any parties that may be ongoing with respect to an Acquisition Proposal whether or not initiated by such Party, and each Party shall request the return of information regarding such Party and its respective subsidiaries previously provided to such parties and shall request the destruction of all materials including or incorporating any confidential information regarding such Party and its subsidiaries. Each Party agrees not to release any third party from any confidentiality agreement relating to a potential Acquisition Proposal to which such third party is a party. Each Party further agrees not to release any third party from any standstill or similar agreement or obligation to which such third party is a party or by which such third party is bound (it being understood and agreed that the automatic termination of a standstill provision due to the announcement of the Arrangements or the entry into this Agreement shall not be a violation of this Section 2(a)).
Covenants Regarding Non-Solicitation. From the date hereof until completion of the transactions contemplated herein or the earlier termination thereof, each of the Parties will not, directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into discussions or negotiations with any person other than the other party hereto, with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of such party, unless such action, matter or transaction is part of the transactions contemplated in this Agreement or is necessary to carry on the normal course of business or is required as a result of the duties of the directors and officers of the applicable Party as a result of and pursuant to a Superior Proposal.
Covenants Regarding Non-Solicitation. Subject to §4.7, GenSci will not, directly or indirectly, through any officer, director, employee, representative or agent of GenSci or any of the GenSci Subsidiaries:
