Mutual Covenants Regarding Non-Solicitation. (a) Each Party 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), if any, with any parties conducted before the date of this Agreement with respect to any Acquisition Proposal and shall immediately request the return or destruction of all information provided to any third parties who have entered into a confidentiality agreement with such Party relating to an Acquisition Proposal and shall use all reasonable commercial efforts to ensure that such requests are honoured.
Mutual Covenants Regarding Non-Solicitation. Section 7.1.2 is amended as follows:
Mutual Covenants Regarding Non-Solicitation. 7.1.1 The Parties hereto shall immediately cease and cause to be terminated all existing discussions and negotiations (including through any advisors or other parties on its behalf), with any parties (other than with each other and any of their respective representatives and the Xxxxxx Transaction) 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. The Corporation or Comamtech (as the case may be) shall not modify or release any third party from any existing confidentiality agreement (including, for greater certainty, any existing standstill provisions). The Corporation or Comamtech (as the case may be) 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 and exercise all rights it has to require (i) the return or destruction of all confidential information provided to any third parties who have entered into a confidentiality agreement with the Corporation or Comamtech (as the case may be) relating to an Acquisition Proposal and (ii) the destruction of all material including or incorporating or otherwise reflecting any confidential information regarding the Corporation or Comamtech (as the case may be) provided to such third parties, 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 7.1.1 by the Corporation or Comamtech (as the case may be) or their respective officers, directors, employees, representatives and agents shall be deemed to be a breach of this Section 7.1.1 by the Corporation or Comamtech (as the case may be).
Mutual Covenants Regarding Non-Solicitation. (a) Other than in connection with the Siyata Financing, until the Effective Time or the termination of this Agreement, whichever is earlier, each party shall immediately cease and cause to be terminated all existing solicitations, initiations, encouragements, discussions and negotiations (including, without limitation, through any advisors or other parties on its behalf), if any, with any parties conducted before the date of this Agreement with respect to any Acquisition Proposal and shall immediately request the return or destruction of all information provided to any third parties who have entered into a confidentiality agreement with such party relating to an Acquisition Proposal and shall use all reasonable commercial efforts to ensure that such requests are honoured. Each party agrees that it shall not terminate, waive, amend or modify any provision of any existing confidentiality agreement relating to an Acquisition Proposal or any standstill agreement to which it is a party. Each party undertakes to enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it has entered into prior to date hereof.
Mutual Covenants Regarding Non-Solicitation. (a) On and after the date of this Agreement, except as otherwise provided in this Agreement, neither Party shall, directly or indirectly, through any officer, director, trustee, employee, representative (including for greater certainty any financial or other advisors) or agent:
Mutual Covenants Regarding Non-Solicitation. (a) Except as expressly provided in this Article 7, neither Party shall, directly or indirectly, through any of its Representatives or subsidiaries, or otherwise, and shall not permit or authorize any such Person to do so on its behalf:
Mutual Covenants Regarding Non-Solicitation. (a) Until the later of the Completion Deadline and the date on which any amount required to be paid by TAG or Trans-Orient, as the case may be, (in this section the “Involved Party”) in accordance with the provisions of this Agreement has actually been received by the other of them (in this section the “Non-Involved Party”), the Involved Party shall not, directly or indirectly, through any officer, director, employee, representative or agent of the Involved Party or any of the Subsidiaries of the Involved Party, or otherwise:
Mutual Covenants Regarding Non-Solicitation. (a) Each of Apollo and Linear shall continue to comply with the terms and conditions set out in the Letter of Intent with respect to non-solicitation and shall continue to refrain from entering into discussions and negotiations (including, without limitation, through any advisors or other parties on its behalf) with any parties conducted before the date of the Letter of Intent with respect to any Acquisition Proposal and shall continue to use all reasonable commercial efforts to ensure that their respective requests for the return or destruction of all information provided to any third parties who have entered into a confidentiality agreement with such party relating to an Acquisition Proposal are honoured.
Mutual Covenants Regarding Non-Solicitation. (a) Except as expressly provided in this Article 7, neither Party shall, directly or indirectly, through any of its Representatives or subsidiaries, or otherwise, and shall not permit or authorize any such Person to do so on its behalf: solicit, assist, initiate, encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of a Party or any subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the other Party hereto) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; in the case of Xxxxxxx, make a Xxxxxxx Change in Recommendation other than following the occurrence of any Mountain Material Adverse Effect, and in the case of Mountain, make a Mountain Change in Recommendation, other than following the occurrence of any Xxxxxxx Material Adverse Effect; accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than five Business Days will not be considered to be in violation of this Section 7.1 provided the Xxxxxxx Board or the Mountain Board, as the case may be, has rejected such Acquisition Proposal and affirmed the Xxxxxxx Board Recommendation or the Mountain Board Recommendation, as the case may be, before the end of such five Business Day period (or in the event that the Xxxxxxx Meeting or Mountain Meeting, as the case may be, is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Xxxxxxx Meeting or Mountain Meeting, as the case may be); or accept or enter into or publicly propose to accept or enter into any agreement, understanding or arrangements in respect of an Acquisition Proposal.
Mutual Covenants Regarding Non-Solicitation. (1) No Party shall, or shall permit any of its Subsidiaries or Material Joint Venture Interests (to the extent that such Party has the power to do so with respect to its Material Joint Venture Interests) to, directly or indirectly, through any officer, director, employee, advisor, representative or agent, solicit, initiate, facilitate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of an Acquisition Proposal; provided, however, that nothing contained in this Section or the other provisions of this Agreement shall prevent the Board of Directors of any Party which receives an unsolicited bona fide Acquisition Proposal in respect of that Party, from considering, negotiating, approving or recommending to its shareholders an Acquisition Proposal:
