Solicitation by Company Sample Clauses

Solicitation by Company. (a) Company and its Affiliates shall, and shall cause their representatives to, immediately cease and cause to be terminated any discussions, activities or negotiations with any Person (other than an Interested Person) that may be ongoing with respect to a Proposal (including terminating access to any physical or electronic data rooms relating to a possible Proposal) and, if applicable, shall request each Person that has heretofore executed a confidentiality agreement in connection with a possible Proposal to have returned to Company or destroyed any confidential information that has been provided to any Person in any such discussions or negotiations occurring in the *** prior to the Execution Date. From and after the date hereof until the termination of this Agreement pursuant to Article 14, Company and its Affiliates shall not, and shall cause their representatives not to, directly or indirectly, (i) solicit, initiate or encourage, including by way of continuing to provide access to non-public information, or take any other action to facilitate, any inquiry in connection with or the making of any proposal from any Person that constitutes, or may reasonably be expected to lead to, a Proposal, (ii) enter into, explore, maintain, participate in or continue any discussion or negotiation with any Person (other than Licensee or any of its representatives, as applicable) regarding a Proposal, or furnish to any Person (other than Licensee or any of its representatives, as applicable) any information or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person (other than Licensee or its representatives, as applicable) to make or effect a Proposal or (iii) enter into any agreement, arrangement or understanding with respect to, or otherwise endorse, any Proposal; provided, however, that from and after the date hereof and continuing until 11:59 p.m. New York City time on February 19, 2017 (the “No-Shop Start Date”), nothing contained in this Section 11.6 shall prohibit Company (acting under the direction of the Transaction Committee), its Affiliates and its representatives from directly or indirectly: (i) soliciting, initiating and encouraging Proposals from the Interested Parties, including by way of continuing to provide access to non-public information to such Interested Parties (provided that Company shall concurrently provide or make available to Licensee any non-public information conc...
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Solicitation by Company. Company will recommend that Company’s stockholders vote, and will solicit proxies, in favor of the election of the New Director at the 2016 Annual Meeting (and, if the New Director is re-nominated to the Board in connection with the 2017 Annual Meeting, at the 2017 Annual Meeting) and otherwise support the New Director for election in a manner no less rigorous and favorable than the manner in which Company supports its other nominees.
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Solicitation by Company. (a) Except as expressly permitted by this ‎Section 5.2, Company shall, and Company shall cause the Company Subsidiaries and each of its and the Company Subsidiaries’ respective directors, officers and employees to, and shall use its reasonable best efforts to cause its and the Company Subsidiaries’ respective third-party consultants, financial advisors, accountants, legal counsel, investment bankers and other third party agents, advisors and representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Company Third Party conducted heretofore with respect to any inquiry, proposal or offer that constitutes a Company Competing Proposal, or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Competing Proposal. Company will promptly (and in each case within 24 hours from the date of this Agreement) deliver written notice to each Company Third Party (and such Company Third Party’s Representatives) that has executed a confidentiality agreement for purposes of evaluating any transaction that could be a Company Competing Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning Company or any Company Subsidiary and shall promptly (and in each case within 24 hours from the date of this Agreement) terminate all physical and electronic data access previously granted to each such Company Third Party.
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Solicitation by Company 
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Related to Solicitation by Company

  • Indemnification by Company The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

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