Common use of No Proxy Solicitations Clause in Contracts

No Proxy Solicitations. Except as required by law, including ---------------------- actions which it determines upon the written advice of legal counsel are required pursuant to its fiduciary duties as a Director (as defined below) under applicable law, it shall not, and will not permit any person under its control to: (i) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Proposal; or (ii) initiate a stockholders' vote or action by consent of Desktop stockholders with respect to an Opposing Proposal.

Appears in 3 contracts

Samples: Participation Agreement (Desktop Data Inc), Exhibit 3 Participation Agreement (Desktop Data Inc), Exhibit 3 Participation Agreement (Desktop Data Inc)

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No Proxy Solicitations. Except as required by law, including ---------------------- actions which it determines upon the written advice of legal counsel are required pursuant to its fiduciary duties as a Director (as defined below) under applicable law, it shall not, and will not permit any person under its control to: (i) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Proposal; or (ii) initiate a stockholders' vote or action by consent of Desktop Individual stockholders with respect to an Opposing Proposal.

Appears in 3 contracts

Samples: Participation Agreement (Desktop Data Inc), Participation Agreement (Individual Inc), Participation Agreement (Individual Inc)

No Proxy Solicitations. Except as required by law, including ---------------------- actions which it determines upon the written advice of legal counsel are required pursuant to its fiduciary duties as a Director (as defined below) under applicable law, it shall not, and will not permit any person under its control to: (i) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Proposal; or (ii) initiate a stockholders' vote or action by consent of Desktop Target stockholders with respect to an Opposing Proposal.

Appears in 2 contracts

Samples: Participation Agreement (Rational Software Corp), Participation Agreement (Rational Software Corp)

No Proxy Solicitations. Except as required by law, including ---------------------- including, if applicable, actions which it determines upon the written advice of legal after consultation with counsel are required pursuant to its fiduciary duties as a Director (as defined below) under applicable law, it shall not, and will not permit any person under its control to: (i) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Proposal; or (ii) initiate a stockholders' vote or action by consent of Desktop WEST stockholders with respect to an Opposing Proposal.

Appears in 1 contract

Samples: West Voting Agreement (Act Manufacturing Inc)

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No Proxy Solicitations. Except as required by law, including ---------------------- actions which it he determines upon the written advice of legal after consultation with counsel are required pursuant to its his fiduciary duties as a Director (as defined below) under applicable law, it he shall not, and will not permit any person under its his control to: (i) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Proposal; or (ii) initiate a stockholders' vote or action by consent of Desktop EAST stockholders with respect to an Opposing Proposal.

Appears in 1 contract

Samples: East Voting Agreement (Act Manufacturing Inc)

No Proxy Solicitations. Except as required by law, ---------------------- including ---------------------- actions which it determines upon the written advice of legal counsel are required pursuant to its fiduciary duties as a Director (as defined below) under applicable law, it shall not, and will not permit any person under its control to: to (i) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Acquisition Proposal; or (ii) initiate a stockholders' vote or action by consent of Desktop Target stockholders with respect to an Opposing Acquisition Proposal.

Appears in 1 contract

Samples: Merger Agreement (Aurum Software Inc)

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