Common use of Obligation of the Company to Terminate Existing Discussions Clause in Contracts

Obligation of the Company to Terminate Existing Discussions. The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representatives conducted prior to the date hereof with respect to any Acquisition Proposal and shall request that any such Third Party (together with its Representatives) that has executed a confidentiality agreement within the 24-month period prior to the date hereof and that is in possession of confidential information heretofore furnished by or on behalf of the Company or any of its Subsidiaries (and all analyses and other materials prepared by or on behalf of such Person that contains, reflects or analyzes that information) to return or destroy all such information as promptly as practicable.

Appears in 2 contracts

Samples: Merger Agreement (Shire Pharmaceutical Holdings Ireland Ltd.), Merger Agreement (NPS Pharmaceuticals Inc)

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Obligation of the Company to Terminate Existing Discussions. The Company shall, and shall cause its Subsidiaries to, and shall direct its and their respective Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representatives conducted on or prior to the date hereof of this Agreement with respect to any Acquisition Proposal Proposal, and shall request that promptly after the date of this Agreement instruct any such Third Party (together with and its Representatives) that has executed a confidentiality agreement within the 24-month period prior to the date hereof and that is Representatives in possession of confidential information heretofore furnished to such Third Party and its Representatives by or on behalf of the Company or any of its Subsidiaries (and all analyses and other materials prepared by or on behalf of such Person Third Party and its Representatives that containscontain, reflects reflect or analyzes analyze that information) to return or destroy all such information as promptly as practicable.

Appears in 2 contracts

Samples: Merger Agreement (Pacific Biosciences of California, Inc.), Merger Agreement (Illumina Inc)

Obligation of the Company to Terminate Existing Discussions. The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representatives conducted prior to the date hereof with respect to any Acquisition Proposal and Proposal. The Company shall promptly request that any such each Third Party (together with its Representatives) Party, if any, that has executed a confidentiality agreement within the 24-12 month period prior to the date hereof and that is in possession connection with its consideration of any Acquisition Proposal relating to an acquisition of the Company or all or substantially all of the consolidated assets of the Company return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries (and all analyses and other materials prepared by or on behalf of such Person that contains, reflects or analyzes that information) to return or destroy all such information as promptly as practicable).

Appears in 1 contract

Samples: Merger Agreement (Memory Pharmaceuticals Corp)

Obligation of the Company to Terminate Existing Discussions. The Company shall, and shall cause its Subsidiaries and shall direct its and their Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representatives conducted prior to the date hereof with respect to any Acquisition Proposal or Acquisition Inquiry and shall request that that, and shall use its reasonable best efforts (to the extent not prohibited by an applicable confidentiality agreement) to cause any such Third Party (together with and its Representativesrepresentatives) that has executed a confidentiality agreement within the 24-month period prior to the date hereof and that is in possession of confidential information heretofore furnished by or on behalf of the Company or any of its Subsidiaries (and all analyses and other materials prepared by or on behalf of such Person that contains, reflects or analyzes that information) to return or destroy all such information as promptly as practicable.

Appears in 1 contract

Samples: Merger Agreement (Hutchinson Technology Inc)

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Obligation of the Company to Terminate Existing Discussions. The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representatives conducted prior to the date hereof with respect to any Acquisition Proposal and Proposal. The Company shall promptly request that any such each Third Party (together with its Representatives) Party, if any, that has executed a confidentiality agreement within the 24-month period prior to the date hereof and that is in possession connection with its consideration of any Acquisition Proposal return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries (and all analyses and other materials prepared by or on behalf of such Person that contains, reflects or analyzes that information) ). The Company shall use its reasonable best efforts to return or destroy secure all such information certifications as promptly as practicable.

Appears in 1 contract

Samples: Tender Offer Agreement (Hurray! Holding Co., Ltd.)

Obligation of the Company to Terminate Existing Discussions. The Company shall, and shall use its reasonable best efforts to cause its Subsidiaries and its and their Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representatives conducted prior to the date hereof with respect to any Acquisition Proposal and shall request that use its reasonable best efforts to cause any such Third Party (together with and its Representativesrepresentatives) that has executed a confidentiality agreement within the 24-month period prior to the date hereof and that is in possession of confidential information heretofore furnished by or on behalf of the Company or any of its Subsidiaries (and all analyses and other materials prepared by or on behalf of such Person that contains, reflects or analyzes that information) to return or destroy all such information as promptly as practicable.

Appears in 1 contract

Samples: Merger Agreement (Omthera Pharmaceuticals, Inc.)

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