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

  • No Solicitation by Parent (a) From the date of this Agreement until the earlier of the First Effective Time and the termination of this Agreement, except as otherwise set forth in this Section 7.02, Parent shall not, and shall cause its Subsidiaries and its and its Subsidiaries’ respective directors and officers to not, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other respective Representatives to not, directly or indirectly, (i) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing information) any inquiries regarding, or the making or submission of any Parent Acquisition Proposal, (ii) (A) enter into or participate in any discussions or negotiations regarding, (B) furnish to any Third Party any information, or (C) otherwise assist, participate in, knowingly facilitate or knowingly encourage any Third Party, in each case, in connection with or for the purpose of knowingly encouraging or facilitating, a Parent Acquisition Proposal, (iii) approve, recommend or enter into, or publicly or formally propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to a Parent Acquisition Proposal, (iv) (A) withdraw or qualify, amend or modify in any manner adverse to the Company the Parent Board Recommendation, (B) fail to include the Parent Board Recommendation in the Parent Circular or (C) recommend, adopt or approve or publicly propose to recommend, adopt or approve any Parent Acquisition Proposal (any of the foregoing in this clause (iv), a “Parent Adverse Recommendation Change”) or (v) take any action to make any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover laws and regulations of the State of Delaware, including Section 203 of the DGCL, inapplicable to any Third Party or any Parent Acquisition Proposal.

  • No Solicitation by the Company (a) Except as otherwise provided in this Section 4.3, until the earlier of the Effective Time and the date of termination of this Agreement, neither the Company, nor any of its subsidiaries or any of the officers, directors, agents, representatives or affiliates of it or its subsidiaries (including any investment banker, attorney or accountant retained by it or any of its subsidiaries) shall (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes a Company Takeover Proposal (as defined below), (ii) participate in any discussions or negotiations regarding any Company Takeover Proposal, (iii) enter into any agreement regarding any Company Takeover Proposal or (iv) make or authorize any statement, recommendation or solicitation in support of any Company Takeover Proposal. If and only to the extent that (i) the Company Stockholders Meeting shall not have occurred, (ii) the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, (iii) the Company's Board of Directors concludes in good faith that such Company Takeover Proposal constitutes a Company Superior Proposal (as defined below), (iv) such Company Takeover Proposal was not solicited by it and did not otherwise result from a breach of this Section 4.3(a), and (v) the Company provides prior written notice to Parent of its decision to take such action, the Company shall be permitted to (A) furnish information with respect to the Company and any of its subsidiaries to such person pursuant to a customary confidentiality agreement, (B) participate in discussions and negotiations with such person, (C) subject to first complying with the provisions of Section 5.8(b) hereof, enter into a Company Acquisition Agreement and (D) effect a Change in the Company Recommendation (as defined below); provided, that at least five business days prior to taking any actions set forth in clause (C) or (D) above, the Company's Board of Directors provides Parent written notice advising Parent that the Company's Board of Directors is prepared to conclude that such Company Takeover Proposal constitutes a Company Superior Proposal and during such five business day period the Company and its advisors shall have negotiated in good faith with Parent to make adjustments in the terms and conditions of this Agreement such that such Company Takeover Proposal would no longer constitute a Company Superior Proposal and the Company's Board of Directors fully considers any such adjustment and nonetheless concludes in good faith that such Company Takeover Proposal constitutes a Company Superior Proposal. The Company, its subsidiaries and their representatives immediately shall cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any Company Takeover Proposal.

  • Non-Competition and Non-Solicitation In consideration of the salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for a period of one (1) year following the termination of the Employment for whatever reason:

  • Non-Solicitation and Non-Compete The Executive agrees that,

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