Exclusivity and Break-up Fee Sample Clauses

Exclusivity and Break-up Fee. Triant Holdings will not (and Triant Holdings will not cause or permit any of its Subsidiaries to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition of more than fifty percent (50%) of the capital stock or other voting securities, or all or substantially all of the assets, of Triant Holdings or any of its Subsidiaries, including any acquisition structured as a merger, consolidation, or share exchange (an “Acquisition Proposal”) or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing. Triant Holdings will notify the Buyer immediately if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing. If Triant Holdings consummates an Acquisition Proposal (other than with the Buyer) within 6 months following the date of this Agreement, Triant Holdings shall pay to the Buyer USD$250,000 (the “Break-up Fee”) plus the Buyer’s reasonable out-of-pocket expenses incurred in connection with the negotiation of this Agreement and completion of its due diligence up to USD$250,000 (the “Expense Reimbursement”). Notwithstanding the foregoing, nothing shall prevent the board of directors of Triant Holdings from: (i) taking any action required by applicable law; (ii) considering an unsolicited, bona fide Acquisition Proposal, participating in any discussions or negotiations regarding an unsolicited, bona fide Acquisition Proposal, or entering into a confidentiality agreement in connection with an Acquisition Proposal and providing information in connection with an Acquisition Proposal; or (iii) withdrawing, modifying, qualifying or changing (or publicly proposing to withdraw, modify, qualify or change), in any manner adverse to the Buyer, the approval or recommendation of this Agreement or the transaction contemplated hereby if the board of directors of Triant Holdings concludes in good faith, after consultation with its outside legal counsel and its financial advisors, that (x) failure to take such action would be inconsistent with the board’s fiduciary duties; (y) it is reasonably likely that, after consideration of the Acquisition Proposal and such further discussions and negotiations with the proponent of the Acquisition Proposal that the board deems desirable, the board would determine tha...
Sample 1
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Exclusivity and Break-up Fee. The Purchaser and the Sellers agree to work in good faith and expeditiously toward the Closing. Each Seller agrees that such Seller will not, for a period commencing on the date hereof and ending on January 31, 2006, take any action to solicit, initiate, encourage or assist the submission of any proposal, negotiation or offer from any person or entity (other than the Purchaser) relating to the lease or purchase of the Business or Target’s assets (or related to the acquisition of the Shares or Target through any other means, including a stock sale or a merger). If Purchaser fails to work in good faith toward the consummation of the Contemplated Transactions or fails to offer to close the Contemplated Transactions on or before January 31, 2006 (or such other date as may be agreed by the Seller Representative and the Preferred Shareholder) other than due to the discovery of a material undisclosed liability (absolute or contingent) or the material failure of the Sellers to satisfy the closing conditions set forth in Section 6, the Purchaser shall immediately pay $1,000,000 in cash or immediately available funds to Target as liquidated damages.
Sample 1

Related to Exclusivity and Break-up Fee

  • Confidentiality and Creative Work (a) The Executive covenants and agrees not to reveal to any person, firm, or corporation any confidential information of any nature concerning the Corporation or its business, or anything connected therewith. As used in this Agreement, the term “confidential information” means all of the Corporation’s and affiliates’ confidential and proprietary information and trade secrets in existence on the date hereof or existing at any time during the term of this Agreement, including but not limited to:

  • CONFIDENTIALITY AND LOYALTY The Executive acknowledges that heretofore or hereafter during the course of his employment he has produced and received, and may hereafter produce, receive and otherwise have access to various materials, records, data, trade secrets and information not generally available to the public (collectively, "Confidential Information") regarding the Employer and its subsidiaries and affiliates. Accordingly, during and subsequent to termination of this Agreement, the Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any such Confidential Information, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by law or by any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder. All records, files, documents, computer diskettes, computer programs and other computer-generated material, as well as all other materials or copies thereof relating to the Employer's business, which the Executive shall prepare or use, shall be and remain the sole property of the Employer, shall not be removed from the Employer's premises without its written consent, and shall be promptly returned to the Employer upon termination of the Executive's employment hereunder. The Executive agrees to abide by the Employer's reasonable policies, as in effect from time to time, respecting confidentiality and the avoidance of interests conflicting with those of the Employer.

  • Confidentiality and Non-Use The recipient of a disclosing Party’s Confidential Information shall maintain such Confidential Information in confidence, and shall disclose such Confidential Information only to its employees, agents, consultants, Affiliates, licensors, sublicensees, attorneys, accountants, investors, potential acquirors and advisors who have a reasonable need to know such Confidential Information and who are bound by obligations of confidentiality and non-use no less restrictive than those set forth herein and for whom each Party shall be responsible for any breach of this Section 6. The recipient of the disclosing Party’s Confidential Information shall use such Confidential Information solely to exercise its rights and perform its obligations under this Agreement (including, without limitation, the right to use and disclose such Confidential Information in regulatory applications and filings), unless otherwise mutually agreed in writing. The recipient of the other Party’s Confidential Information shall take the same degree of care that it uses to protect its own confidential and proprietary information of a similar nature and importance (but in any event no less than reasonable care).

  • EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT In consideration of my employment or continued employment by CALIPER TECHNOLOGIES CORP. (the "COMPANY"), and the compensation now and hereafter paid to me, I hereby agree as follows:

  • Confidentiality and Non-Competitions To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

  • Confidentiality and Publication 26 5.1 CONFIDENTIALITY..............................................................................26 (a) Nondisclosure Obligation.....................................................................26 (b) Disclosure to Agents.........................................................................27 (c) Disclosure to a Third Party..................................................................27 5.2 PUBLICITY....................................................................................27 5.3 PUBLICATION..................................................................................28

  • Confidentiality and Non-Competition To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

  • Confidentiality and Non-Competition Agreement All employees of the Group Companies with access to Groups Companies’ confidential information have entered into a standard confidentiality and non-competition agreements. To the best of knowledge of the Group Companies, none of these employees are in breach of such agreements in any material respect. To the best knowledge of the Group Companies and except as disclosed in the Disclosure Schedule, none of the Key Employees (as defined below) is obligated under any contract, or subject to any judgment, decree or order of any Governmental Authority, that would interfere with the use of his or her best efforts to promote the interests of the Group Companies or that would conflict with the Group Companies’ businesses as proposed to be conducted. To the best knowledge of the Group Companies, neither the execution or delivery of this Agreement or the other Transaction Documents, nor the carrying on of the any Group Company’s businesses by its employees, nor the conduct of the any Group Company’s businesses as proposed, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated in any material respect.

  • Confidentiality and Intellectual Property 12. (a) All confidential records, material, information and all trade secrets concerning the business or affairs of the Company obtained by the Executive in the course of his employment with the Company shall remain the exclusive property of the Company. During the Executive's employment or at any time thereafter, the Executive shall not divulge the contents of such confidential records, material, information or trade secrets to any person, firm or corporation other than to the Company or the Company's qualified Executives and following the termination of his employment hereunder the Executive shall not, for any reason, use the contents of such confidential records, material, information or trade secrets for any purpose whatsoever. This Section shall survive the termination of this Agreement. This Section shall not apply to any confidential records, material, information or trade secrets which as proven by written documentation:

  • Confidentiality and Restrictive Covenants (a) The Executive acknowledges that:

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