Parent Acquisition Proposal Clause Samples
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Parent Acquisition Proposal. The Shareholder agrees that from and after the date hereof, the Shareholder will not, and will use the Shareholder’s reasonable best efforts to not permit any of the Shareholder’s Affiliates, representatives (including financial advisers, attorneys and accountants) or agents to, directly or indirectly, solicit, initiate, encourage or facilitate, or furnish or disclose non-public information in furtherance of, or comment publicly in favor of, any inquiries or the making of any proposal with respect to any Parent Acquisition Proposal, or negotiate, explore or otherwise engage in discussions with any person (other than Parent or its directors, officers, employees, agents and representatives) with respect to any Parent Acquisition Proposal or enter into any agreement, arrangement or understanding with respect to any Parent Acquisition Proposal or agree to or otherwise assist in the effectuation of any Parent Acquisition Proposal or comment publicly in favor of any Parent Acquisition Proposal; provided, however, that the parties acknowledge that this Agreement is entered into by the Shareholder in respect of the Owned Shares and that nothing in this Agreement shall prevent the Shareholder from discharging his fiduciary duties as a member of the board of directors of the Parent. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any of the Shareholder’s Affiliates, representatives (including financial advisers, attorneys and accountants) or agents shall be deemed to be a violation of this Section 2.3 by the Shareholder.
Parent Acquisition Proposal. “Parent Acquisition Proposal” shall mean any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of the Company or any of its Subsidiaries) contemplating or otherwise relating to any Parent Acquisition Transaction.
Parent Acquisition Proposal. The Shareholder agrees that from and after the date hereof, the Shareholder will not, and will use the Shareholder’s reasonable best efforts to not permit any of the Shareholder’s affiliates to, directly or indirectly, solicit, initiate, encourage or facilitate, or furnish or disclose non-public information in furtherance of, or comment publicly in favor of, any inquiries or the making of any proposal with respect to any Parent Acquisition Proposal, or negotiate, explore or otherwise engage in discussions with any person (other than Parent or its directors, officers, employees, agents and representatives) with respect to any Parent Acquisition Proposal or enter into any agreement, arrangement or understanding with respect to any Parent Acquisition Proposal or agree to or otherwise assist in the effectuation of any Parent Acquisition Proposal or comment publicly in favor of any Parent Acquisition Proposal; provided, however, that nothing herein shall prevent the Shareholder from taking any action, or omitting to take any action, (i) if applicable, as a member of the Board of Directors of Parent required so as not to act inconsistently with the Shareholder’s fiduciary obligations as a Director of Parent after consultation with outside counsel or (ii) if applicable, as an officer of Parent required so as not to act inconsistently with the Shareholder’s fiduciary obligations, if any, as an officer of Parent after consultation with outside counsel, in each case to the extent, and only to the extent, permitted by Section 5.3 of the Merger Agreement.
Parent Acquisition Proposal. (1) By the Company on or prior to the date it has delivered notice to Parent pursuant to Section 6.07(d) that it does not consent to Parent's entering into an agreement implementing any Parent Acquisition Proposal.
(2) By Parent in the event (i) the Company has provided Parent with notice pursuant to Section 6.07(d) that it does not consent to Parent's entering into an agreement implementing any Parent Acquisition Proposal but the Company has not terminated this Agreement pursuant to clause (1) of this Section 8.01(j) or (ii) the Company has not provided any notice required of it pursuant to 6.07(d).
Parent Acquisition Proposal. If Parent enters into a Business Combination prior to the Effective Time in which Parent is not the surviving company, then the surviving company of such Business Combination shall be obligated to pay the Merger Consideration to the stockholders of the Company as follows: (a) the Parent Closing Price shall be the closing sales price of shares of Parent Common Stock as reported by The Wall Street Journal on the full trading day immediately preceding the date such Business Combination is publicly announced, (b) each Company Milestone that is capable of definitive measurement on the date that is the earlier of the date such Business Combination is consummated and the Closing Date shall be determined on such date and in accordance with Schedule 1.6, and (c) each Company Milestone that is not capable of definitive measurement on the date that is the earlier of the date such Business Combination is consummated and the Closing Date shall determined to be fulfilled (provided such Company Milestone shall not have been conditioned upon the fulfillment of a Company Milestone that was not fulfilled either pursuant to Section 5.22(b) or otherwise).
Parent Acquisition Proposal. 106 Parent Adverse Recommendation Change.................................................................................... 70
Parent Acquisition Proposal