No Solicitation; Change in Recommendation. (a) The Company agrees that it shall, and shall cause its Subsidiaries and its and its Subsidiaries’ directors, officers and employees to, and shall use its reasonable best efforts to cause its other Representatives to, immediately cease all existing discussions or negotiations with any Person conducted heretofore with respect to any Takeover Proposal, immediately request the prompt return or destruction of all confidential information previously furnished and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representatives. Except as otherwise provided in this Agreement, from the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1, the Company shall not, and shall cause its Subsidiaries and its and its Subsidiaries’ directors, officers and employees not to, and shall use its reasonable best efforts to cause its other Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate any Takeover Proposal or the making or consummation thereof or (ii) enter into, or otherwise participate in any discussions (except to notify such Person of the existence of the provisions of this Section 5.3) or negotiations regarding, or furnish to any Person any information in connection with, any Takeover Proposal.
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Samples: Agreement and Plan of Merger (Duke Energy CORP), Agreement and Plan of Merger (Piedmont Natural Gas Co Inc), Agreement and Plan of Merger
No Solicitation; Change in Recommendation. (a) The Company agrees that it shall, and shall cause its Subsidiaries and its and its Subsidiaries’ Subsidiaries respective directors, officers and employees to, and shall use its reasonable best efforts to cause its other Representatives to, immediately cease all existing discussions or negotiations with any Person conducted heretofore with respect to any Takeover Proposal, immediately request the prompt return or destruction of all confidential information previously furnished and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representatives. Except as otherwise provided in this Agreement, from the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1, the Company shall not, and shall cause its Subsidiaries and its and its Subsidiaries’ Subsidiaries respective directors, officers and employees not to, and shall use its reasonable best efforts to cause its other Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate any Takeover Proposal or the making or consummation thereof or (ii) enter into, or otherwise participate in any discussions (except to notify such Person of the existence of the provisions of this Section 5.3) or negotiations regarding, or furnish to any Person any material non-public information in connection with, any Takeover Proposal.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Avista Corp)
No Solicitation; Change in Recommendation. (a) The Subject to the terms of this Section 5.02, the Company agrees that it shall, shall and shall cause each of its Subsidiaries and its and its Subsidiaries’ directors, their officers and employees directors to, and shall instruct and use its reasonable best efforts to cause its other Representatives to, immediately (i) from the time this Agreement is executed until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VII, (A) cease all existing any solicitation, discussions or negotiations with any Person conducted heretofore Persons that may be ongoing with respect to a Takeover Proposal and promptly (and in any Takeover Proposalevent, immediately within 48 hours) request the prompt return or destruction of all confidential information previously furnished and immediately terminate all physical and electronic data room access previously granted by the Company or on its behalf to any such Person and its Representatives with respect to a Takeover Proposal on or its Representatives. Except as prior to the time this Agreement is executed and (B) not, directly or indirectly, (1) initiate, solicit, knowingly facilitate or knowingly encourage the submission of any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Takeover Proposal or (2) engage in, continue or otherwise provided participate in any discussions or negotiations regarding (except to notify any Person of the provisions of this AgreementSection 5.02), or furnish to any other Person any non-public information in connection with, or for the purpose of, encouraging a Takeover Proposal and (ii) from the date of this Agreement until the earlier of the Effective Time or the dateor, if anyearlier, on which the termination of this Agreement is terminated pursuant to Section 7.1in accordance with Article VII, the Company shall notenter into any letter of intent, and shall cause its Subsidiaries and its and its Subsidiaries’ directorsmemorandum of understanding, officers and employees not toagreement in principle, and shall use its reasonable best efforts to cause its merger agreement, acquisition agreement or other Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate any Takeover Proposal or the making or consummation thereof or (ii) enter into, or otherwise participate in any discussions (except to notify such Person of the existence of the provisions of this Section 5.3) or negotiations regarding, or furnish to any Person any information in connection with, any similar agreement providing for a Takeover Proposal.
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