Non-Solicitation; Adverse Actions Sample Clauses

Non-Solicitation; Adverse Actions. Except in respect of any action or inaction that is expressly permitted by this Agreement, neither eCobalt nor Jervois shall (nor shall it permit any of its Subsidiaries to, where applicable), directly 38970304_4|NATDOCS or indirectly, through any of its Representatives or any Representatives of its Subsidiaries or otherwise, directly or indirectly: (a) solicit, initiate, knowingly encourage, or otherwise facilitate (including by way of furnishing non-public information or providing access to or copies of, any books, records or documents) any inquiries, offers, proposals or the making by any third party of any inquiries, offers or proposals that constitute or could reasonably lead to, an Acquisition Proposal; (b) participate or engage in any discussions or negotiations regarding any Acquisition Proposal or inquiry, proposal or offer that could reasonably lead to an Acquisition Proposal; (c) approve, accept, endorse or recommend any Acquisition Proposal; (d) accept or enter into, or propose to accept or enter into, any agreement, arrangement or understanding related to any Acquisition Proposal; or (e) make a Change of Recommendation. Additionally, each of eCobalt and Jervois shall and shall cause its Subsidiaries, its Representatives, and the Representatives of its Subsidiaries to: (a) immediately cease and cause to be terminated any existing discussions or negotiations of other activities, directly or indirectly, with any person with respect to any Acquisition Proposal or that could reasonably lead to an Acquisition Proposal; and (b) not, directly or indirectly, waive or vary any terms or conditions of any confidentiality or standstill agreement that it has entered into with any person considering any Acquisition Proposal and shall as soon as possible (and in any event not later than 2 business days immediately following the date hereof) promptly request the return (or the deletion from retrieval systems and data bases or the destruction) of all information, in each case subject to the terms and conditions of each such agreement.
Sample 1
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Non-Solicitation; Adverse Actions. (a) solicit, initiate, knowingly encourage, or otherwise facilitate (including by way of furnishing non-public information or providing access to or copies of, any books, records or documents) any inquiries, offers, proposals or the making by any thir... (b) participate or engage in any discussions or negotiations regarding any Acquisition Proposal or inquiry, proposal or offer that could reasonably lead to an Acquisition Proposal; (c) approve, accept, endorse or recommend any Acquisition Proposal; (d) accept or enter into, or propose to accept or enter into, any agreement, arrangement or understanding related to any Acquisition Proposal; or (e) make a Change of Recommendation. (a) immediately cease and cause to be terminated any existing discussions or negotiations of other activities, directly or indirectly, with any person with respect to any Acquisition Proposal or that could reasonably lead to an Acquisition Proposal; and (b) not, directly or indirectly, waive or vary any terms or conditions of any confidentiality or standstill agreement that it has entered into with any person considering any Acquisition Proposal and shall as soon as possible (and in any event not lat...
Sample 1

Related to Non-Solicitation; Adverse Actions

  • Litigation; Adverse Effects (a) To the best of Borrower’s knowledge, there is no Proceeding, pending or threatened, against Borrower or any property of Borrower (including the Property), which, if adversely determined, would result in a Material Adverse Effect. (b) Except as disclosed on Schedule 5.11 hereto, Borrower is not (i) in violation of any applicable law, which violation has a Material Adverse Effect, or (ii) subject to or in default with respect to any Court Order which has a Material Adverse Effect.

  • No Adverse Actions There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.

  • Litigation; Adverse Facts There are no actions, suits, proceedings, arbitrations or governmental investigations (whether or not purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including any Environmental Claims) that are pending or, to the knowledge of Holdings or Company, threatened against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries and that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (i) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or (ii) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

  • Adverse Actions Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.

  • Adverse Action The Indenture Trustee need not take an action that it determines might have a material adverse effect on the rights of the Noteholders not consenting to the action.

  • No Adverse Events Between the date hereof and the Closing Date, neither the business, assets or condition, financial or otherwise, of the Company taken as a whole shall have been materially adversely affected in any manner.

  • No Adverse Litigation There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.

  • No Adverse Proceeding There shall be no pending or threatened claim, action, litigation or proceeding, judicial or administrative, or governmental investigation against Buyer, Seller, GST or the Company, for the purpose of enjoining or preventing the consummation of this Agreement, or otherwise claiming that this Agreement or the consummation hereof is illegal.

  • No Material Adverse Breaches, etc Except as set forth in the SEC Documents, neither the Company nor any of its subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company's officers has or is expected in the future to have a Material Adverse Effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries. Except as set forth in the SEC Documents, neither the Company nor any of its subsidiaries is in breach of any contract or agreement which breach, in the judgment of the Company's officers, has or is expected to have a Material Adverse Effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries.

  • No Adverse Proceedings On the Closing Date, no action or proceeding shall be pending by any public authority or individual or entity before any court or administrative body to restrain, enjoin, or otherwise prevent the consummation of this Agreement or the transactions contemplated hereby or to recover any damages or obtain other relief as a result of the transactions proposed hereby.

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