Common use of No Proxy Solicitations Clause in Contracts

No Proxy Solicitations. Each of the Shareholders agrees that ---------------------- such Shareholder will not, nor will such Shareholder permit any entity under such Shareholder's control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the 0000 Xxx) in opposition to or competition with the consummation of the Merger Transactions or otherwise encourage or assist any party in taking or planning any action which would compete with, impede, interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions, (b) directly or indirectly encourage, initiate or cooperate in a shareholders' vote or action by consent of Parent's shareholders in opposition to or in competition with the consummation of the Merger Transactions, or (c) become a member of a "group" (as such term is used in Section 13(d) of the 0000 Xxx) with respect to any voting securities of Parent for the purpose of opposing or competing with the consummation of the Merger Transactions.

No Proxy Solicitations. Each of the Shareholders Stockholders agrees that ---------------------- such Shareholder Stockholder will not, nor will such Shareholder Stockholder permit any entity under such ShareholderStockholder's control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the 0000 Xxx) in opposition to or competition with the consummation of the Merger Transactions or otherwise encourage or assist any party in taking or planning any action which would compete with, impede, interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions, (b) directly or indirectly encourage, initiate or cooperate in a shareholdersstockholders' vote or action by consent of Parent's shareholders stockholders in opposition to or in competition with the consummation of the Merger Transactions, or (c) become a member of a "group" (as such term is used in Section 13(d) of the 0000 Xxx) with respect to any voting securities of Parent for the purpose of opposing or competing with the consummation of the Merger Transactions.

No Proxy Solicitations. Each of WMX and the Shareholders agrees Shareholder agree that they ---------------------- such Shareholder will not, nor will such Shareholder they permit any entity under such Shareholder's their respective control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the 0000 Xxx) in opposition to or in competition with the consummation of the Merger Transactions or otherwise encourage or assist any party in taking or planning any action which would compete with, impede, interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions, (b) directly or indirectly encourage, initiate or cooperate in a shareholders' vote or action by consent of Parentthe Company's shareholders in opposition to or in competition with the consummation of the Merger Transactions, or (c) become a member of a "group" (as such term is used in Section 13(d) of the 0000 Xxx) with respect to any voting securities of Parent the Company for the purpose of opposing or competing with the consummation of the Merger Transactions.

No Proxy Solicitations. Each of the Shareholders The Shareholder agrees that ---------------------- such Shareholder it will not, ---------------------- nor will such Shareholder it permit any entity under such Shareholder's its control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the 0000 Xxx) in opposition to or competition with the consummation of the Merger Transactions or otherwise encourage or assist any party in taking or planning any action which would compete with, impede, interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions, (b) directly or indirectly encourage, initiate or cooperate in a shareholders' vote or action by consent of Parentthe Company's shareholders in opposition to or in competition with the consummation of the Merger Transactions, or (c) become a member of a "group" (as such term is used in Section 13(d) of the 0000 Xxx) with respect to any voting securities of Parent the Company for the purpose of opposing or competing with the consummation of the Merger Transactions.

No Proxy Solicitations. Each of the Shareholders Principal Shareholder agrees that ---------------------- such Shareholder it will not, nor will such Shareholder it permit any entity under such Shareholder's its control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the 0000 Xxx) in opposition to or in competition with the consummation of the Merger Transactions Issuance or otherwise encourage or assist any party in taking or planning any action which would compete with, impede, with or otherwise serve to interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger TransactionsIssuance in accordance with the terms of the Purchase Agreement and the Benesse Purchase Agreement, (b) directly or indirectly encourage, initiate or cooperate in a shareholders' vote or action by consent of Parentthe Company's shareholders in opposition to or in competition with the consummation of the Merger Transactions, Issuance or (c) become a member of a "group" (as such term is used in Section 13(d) of the 0000 Xxx) with respect to any voting securities of Parent the Company for the purpose of opposing or competing with the consummation of the Merger TransactionsIssuance.

No Proxy Solicitations. Each of the Shareholders Stockholders agrees that such ---------------------- such Shareholder Stockholder will not, nor will such Shareholder Stockholder permit any entity under such ShareholderStockholder's control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the 0000 Xxx) in opposition to or competition with the consummation of the Merger Transactions or otherwise encourage or assist any party in taking or planning any action which would compete with, impede, interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions, (b) directly or indirectly encourage, initiate or cooperate in a shareholdersstockholders' vote or action by consent of Parent's shareholders stockholders in opposition to or in competition with the consummation of the Merger Transactions, or (c) become a member of a "group" (as such term is used in Section 13(d) of the 0000 Xxx) with respect to any voting securities of Parent for the purpose of opposing or competing with the consummation of the Merger Transactions.

No Proxy Solicitations. Each of the Shareholders agrees that ---------------------- such Shareholder will not, nor and will such Shareholder not ---------------------- permit any entity under such Shareholder's control control, to, : (ai) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the 0000 XxxExchange Act) in opposition with respect to any merger, consolidation, sale of assets, reorganization, or competition recapitalization of Company with the consummation of the Merger Transactions any party other than Parent or its affiliates (an "Opposing Proposal") or otherwise knowingly encourage or assist any party in taking or planning any action which that would compete with, impedeor materially restrain, serve to interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions, in accordance with the terms of the Merger Agreements; (bii) directly or indirectly encourage, initiate or cooperate in a shareholders' vote or action by written consent of Parent's shareholders in opposition Company Shareholders with respect to or in competition with the consummation of the Merger Transactions, an Opposing Proposal; or (ciii) become a member of a "group" (as such term is used in Section 13(d) of the 0000 XxxExchange Act) with respect to any voting securities of Parent for the purpose of opposing or competing Company with the consummation of the Merger Transactionsrespect to an Opposing Proposal.

No Proxy Solicitations. Each of the Shareholders agrees that ---------------------- such Shareholder will not, nor will such Shareholder permit any entity under such Shareholder's control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the 0000 Xxx) in opposition to or competition with the consummation of the Merger Transactions or otherwise encourage or assist any party in taking or planning any action which would compete with, impede, interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions, (b) directly or indirectly encourage, initiate or cooperate in a shareholders' vote or action by consent of Parent's shareholders in opposition to or in competition with the consummation of the Merger Transactions, or (c) become a member of a "group" (as such term is used in Section 13(d) of the 0000 Xxx) with respect to any voting securities of Parent for the purpose of opposing or competing with the consummation of the Merger Transactions.

No Proxy Solicitations. Each of the Shareholders The Stockholder agrees that ---------------------- such Shareholder the Stockholder will not, nor will such Shareholder the Stockholder permit any entity under such Shareholder's its control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the 0000 XxxExchange Act) in opposition to or competition with the consummation of the Merger Transactions or otherwise encourage or assist any party in taking or planning any action which would compete with or otherwise could serve to materially interfere with, impededelay, interfere with or attempt to discourage the Merger Transactions discourage, adversely affect or inhibit the timely consummation of the Merger Transactionsin accordance with the terms of the Merger Agreement, (b) directly or indirectly encourage, initiate or cooperate in a shareholdersstockholders' vote or action by consent of Parentthe Company's shareholders stockholders in opposition to or in competition with the consummation of the Merger Transactions, or (c) become a member of a "group" (as such term is used in Section 13(d) of the 0000 XxxExchange Act) with respect to any voting securities of Parent the Company for the purpose of opposing or competing with the consummation of the Merger TransactionsMerger.