Non-Negotiation Period Sample Clauses

Non-Negotiation Period. For purposes of this Section 4.1, “Non-Negotiation Period” shall mean the period commencing on the Effective Date and ending on [* * *].
AutoNDA by SimpleDocs
Non-Negotiation Period. During the period from the date hereof and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement, (the “Non-Negotiation Period”), the Company and each Executing Stockholder shall not, and the Company shall cause its Subsidiaries not to, and each of the Company and the Executing Stockholders shall cause its, his or her (as applicable) respective representatives not to: (a) negotiate or discuss acquisition terms or conditions, or participate in any negotiations or discussions to discuss acquisition terms or conditions, with any other potential acquirer of any Target Entity, any Target Entity Operation, the Assets or the Company Shares; (b) solicit or encourage submission of any proposal or offer to acquire or lease all or any portion of any Target Entity, any Target Entity Operation, the Assets or the Company Shares; (c) furnish to any person other than Parent and its representatives any confidential information regarding any Target Entity, any Target Entity Operation or the Assets except as required by Law, to satisfy the obligations of the Executing Stockholders, the Company and each of the Target Entities pursuant to Section 7.1, or in the ordinary course of business of the Target Entities; or (d) assist or participate in any proposal or offer from any person other than Parent, to acquire or lease all or any substantial portion of any Target Entity, any Target Entity Operation, the Assets or the Company Shares, other than a JV Partner set forth on Schedule 7.16 with respect to the sale or purchase of a Centerre’s Company’s or such JV Partner’s interest in a Joint Venture set forth on Schedule 7.16. If, during the Non-Negotiation Period, the Company or any of its Subsidiaries or any of their respective Affiliates or representatives, receives any unsolicited offer or proposal from any Person other than Parent to acquire or lease all or any substantial portion of any Target Entity, any Target Entity Operation, the Assets or the Company Shares, the Company shall promptly notify Parent in writing of its receipt of such offer or proposal and of the material terms thereof. Notwithstanding any of the foregoing, nothing in this Section 7.6 shall prohibit or otherwise limit (x) the transfer of any Company Shares from any Executing Stockholder to any other Executing Stockholders or to any Affiliate of such Executing Stockholder who signs a joinder to this Agreement, or (y) any actions (or omissions) in anticipation of or p...
Non-Negotiation Period. For purposes of this Section 4.1, “Non-Negotiation Period” shall mean the period commencing on the Effective Date and ending on [* * *]; provided, however, that (i) the Non-Negotiation Period shall end on the [* * *] of [* * *] if Monsanto timely exercises its right to Terminate the Funded Project at the end of [* * *], pursuant to Section 14.2, and (ii) the Non-Negotiation Period shall end on [* * *] if Monsanto exercises the Research Extension Option.

Related to Non-Negotiation Period

  • Negotiation Period The Parties shall negotiate in good faith and attempt to resolve any dispute, controversy or claim arising out of or relating to this Agreement (a “Dispute”) within 30 days after the date that a Party gives written notice of such Dispute to the other Party.

  • Termination Period This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

  • Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.

  • Probation Period It is understood and agreed that the first ninety days of employment shall constitute a probationary period during which period the Employer may, in its absolute discretion, terminate the Employee's employment, for any reason without notice or cause.

  • Non-Competition Period The "non-competition period" shall begin on January 1, 2017 and shall end twelve (12) months after the Employee's termination of employment; provided, however, that the "non-competition period" shall end on the date Employee's employment ends in the event of Employee's termination for "good reason" (as defined in paragraph 6(d)), or Employee's termination without "cause" (as defined in paragraph 3(d)).

  • Election Period The period which begins on the first day of the Plan Year in which the Participant attains age thirty-five (35) and ends on the date of the Participant’s death. If a Participant separates from Service prior to the first day of the Plan Year in which age thirty-five (35) is attained, the Election Period shall begin on the date of separation, with respect to the account balance as of the date of separation.

  • Initial Term The initial term will begin on the date set forth in the Contract documents or on the date the Contract is signed by all Parties, whichever is later.

  • Evaluation Period Until 5:00 p.m. Eastern time on August 16, 2002 (the "Evaluation Period"), Purchaser and its authorized agents and representatives (for purposes of this Article V, the "Licensee Parties") shall have the right, subject to the right of any Tenants, to enter upon the Real Property at all reasonable times during normal business hours to perform an inspection of the Real Property, the Improvements and the Personal Property. Purchaser will provide to Seller notice (for purposes of this Section 5.1(a), an "Entry Notice") of the intention of Purchaser or the other Licensee Parties to enter the Real Property at least 24 hours prior to such intended entry and specify the intended purpose therefor and the inspections and examinations contemplated to be made and with whom any Licensee Party will communicate. At Seller's option, Seller may be present for any such entry and inspection. Purchaser shall not communicate with or contact any of the Tenants or any of the Authorities without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If Purchaser shall elect to communicate with any of the Authorities and Seller consents thereto, Purchaser shall give Seller prior notice thereof, and Seller and Seller's representatives shall have the right, but not the obligation, to attend, and participate in, all such meetings. Notwithstanding anything to the contrary contained herein, no so-called Phase II environmental physical testing or sampling shall be conducted during any such entry by Purchaser or any Licensee Party upon the Real Property without Seller's specific prior written consent, which consent shall not be unreasonably withheld or unduly delayed. TIME IS OF THE ESSENCE with respect to the provisions of this Section 5.1.

  • Lock-Up Period Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

  • PRORATION PERIOD The Tenant: (check one)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!