Common use of Third Party Standstill Agreements Clause in Contracts

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Mecon Inc), Agreement and Plan of Merger (Lowrance Electronics Inc), Agreement and Plan of Merger (Exogen Inc)

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Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality agreement relating to a Takeover Proposal or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Conseco Inc), Agreement and Plan of Merger (Ciena Corp), Agreement and Plan of Merger (Life Usa Holding Inc /Mn/)

Third Party Standstill Agreements. During the period from From the date of this Agreement through until the earlier of the termination of this Agreement pursuant to Article 7 or the Effective Time, the Company shall not terminate, amend, modify or waive any material provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving ParentParent or its Affiliates), if any. During such period, the Company agrees to enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreements, including, including but not limited to, obtaining seeking injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any a court of in the United States or any state thereof having jurisdiction.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (National Home Health Care Corp), Agreement and Plan of Merger (National Home Health Care Corp), Agreement and Plan of Merger (National Home Health Care Corp)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its the Subsidiaries is a party (other than any involving Parent)) without the written consent of Parent. During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Shopko Stores Inc), Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Pamida Holdings Corp/De/)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Oratec Interventions Inc), Agreement and Plan of Merger (Harris Corp /De/), Agreement and Plan of Merger (Careerbuilder Inc)

Third Party Standstill Agreements. During Until the period from the date termination of this Agreement through or the Effective Time, whichever occurs first, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving ParentAcquiror). During such period, the Company agrees to use commercially reasonable best efforts to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Reid Clifford A), Agreement and Plan of Merger (Eloquent Inc)

Third Party Standstill Agreements. (a) During the period from the date of this Agreement through the earlier of the Effective TimeTime and the Termination Date, the Company shall not terminate, amend, modify or waive any provision of any confidentiality agreement relating to a Company Takeover Proposal or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreements, including, but not limited to, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 2 contracts

Samples: Framework Agreement (Misys PLC), Agreement and Plan of Merger (Eclipsys Corp)

Third Party Standstill Agreements. During the period from the date of this Agreement through until the Effective TimeTime or earlier termination of this Agreement, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement relating to the making of an Acquisition Proposal to which the Company it or any of its Subsidiaries is a party (other than any involving ParentParent or its Subsidiaries). During such period, the Company agrees to use reasonable best efforts to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining including seeking injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nabisco Inc), Agreement and Plan of Merger (Philip Morris Companies Inc)

Third Party Standstill Agreements. During Except as permitted in connection with a Company Takeover Proposal under Section 4.02, during the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than than, to the extent mutually agreed between Parent and the Company, any such agreement involving Parent). During Except as permitted in connection with a Company Takeover Proposal under Section 4.02, during such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Official Payments Corp), Agreement and Plan of Merger (Tier Technologies Inc)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality agreement relating to a Takeover Proposal or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Technology Solutions Company), Agreement and Plan of Merger (Zamba Corp)

Third Party Standstill Agreements. During the period from From the date of this Agreement through until the earlier of the termination of this Agreement pursuant to Article 7 or the Effective Time, the Company shall not terminate, amend, modify or waive any material provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving ParentParent or its affiliates). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreements, including, but not limited to, obtaining seeking injunctions to prevent any breaches of such agreements and or to enforce specifically the terms and provisions thereof in any a court of in the United States or any state thereof having jurisdiction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MLE Holdings, Inc.), Agreement and Plan of Merger (Mity Enterprises Inc)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective TimePre-Closing Period, the Company shall not terminate, amend, modify or waive any material provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving ParentBuyer or its Affiliates and except as permitted by Section 6.1(a)). During such period, the Company agrees to use reasonable efforts to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining seeking injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any a court of in the United States or any state thereof having jurisdiction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Concerto Software Inc), Agreement and Plan of Merger (Aspect Communications Corp)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, (i) the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, and (ii) the Company agrees to shall enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Commonwealth Inc), Agreement and Plan of Merger (Floss Acquisitions Corp)

Third Party Standstill Agreements. During the period from the date of this Agreement hereof through the Effective Time, except as contemplated by Sections 5.2(b), (c) or (d), neither the Company nor the Subsidiary shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries it is a party (other than any involving Parent)party. During such period, the Company agrees to shall enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreementsagreement, including, but not limited to, by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Majesco), Agreement and Plan of Merger (Cover All Technologies Inc)

Third Party Standstill Agreements. During the period --------------------------------- from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Internet Communications Corp), Agreement and Plan of Merger (Marquette Medical Systems Inc)

Third Party Standstill Agreements. During the period from From the date of this Agreement through until the earlier of the termination of this Agreement pursuant to Article 7 or the Effective Time, the Company shall not terminate, amend, modify or waive any material provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving ParentParent or its affiliates). During such period, the Company agrees to use commercially reasonable efforts to enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreements, including, but not limited to, obtaining seeking injunctions to prevent any breaches of such agreements and or to enforce specifically the terms and provisions thereof in any a court of in the United States or any state thereof having jurisdiction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Magellan Holdings, Inc.), Agreement and Plan of Merger (Datastream Systems Inc)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, (i) the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, and (ii) the Company agrees to shall enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, where necessary obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cordiant Communications Group PLC /Adr), Agreement and Plan of Merger (Healthworld Corp)

Third Party Standstill Agreements. During the period from the date of this Agreement through until the earlier of the Effective TimeDate or termination hereof, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any those involving Parentthe Parent or its affiliates). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 2 contracts

Samples: Tender Agreement (Ibp Inc), Agreement and Plan of Merger (Foodbrands America Inc)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality agreement relating to a Takeover Proposal or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any agreement involving ParentGWBI). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreements, including, but not limited to, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hf Financial Corp), Agreement and Plan of Merger (Great Western Bancorp, Inc.)

Third Party Standstill Agreements. During the period from --------------------------------- the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Oec Medical Systems Inc)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than than, to the extent mutually agreed between Parent and the Company, any such agreement involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Data Corp)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality agreement relating to a Takeover Proposal or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreements, including, but not limited to, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Oi Corp)

Third Party Standstill Agreements. During the period from the date of this Agreement through until the Effective TimeTime or earlier termination of this Agreement, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company it or any of its Subsidiaries is a party (other than any involving ParentParent or its Subsidiaries). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clark Dick Productions Inc)

Third Party Standstill Agreements. During the period --------------------------------- from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (General Electric Co)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality agreement relating to an Acquisition Proposal or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving ParentParent or its Affiliates). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreements, including, but not limited to, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Access Plans Inc)

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Third Party Standstill Agreements. During the --------------------------------- period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Data Critical Corp)

Third Party Standstill Agreements. During the period from From the date of this Agreement through until the earlier of the termination of this Agreement pursuant to Article 7 or the Effective Time, (a) the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement Contract to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, Parent or its affiliates) and (b) the Company agrees to enforce, use commercially reasonable efforts to the fullest extent permitted under applicable law, enforce the provisions of any such agreementsContracts, including, but not limited to, obtaining including seeking injunctions to prevent any breaches of such agreements and or to enforce specifically the terms and provisions thereof in any a court of in the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Senorx Inc)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any material provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent)party. During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining seeking injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any a court of in the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rockshox Inc)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to shall enforce, to the fullest extent permitted under applicable law, the provisions of any such agreementsagreement, including, but not limited to, by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States of America or of any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rorie Margaret S)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality agreement relating to a Takeover Proposal or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any agreement involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreements, including, but not limited to, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (North Central Bancshares Inc)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than than, to the extent mutually agreed between Parent and the Company, any such agreement involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.. ARTICLE V ADDITIONAL AGREEMENTS Section 5.1

Appears in 1 contract

Samples: Execution Copy Agreement (Paymentech Inc)

Third Party Standstill Agreements. During the period --------------------------------- from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent)party. During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Panchos Mexican Buffet Inc /De)

Third Party Standstill Agreements. During the period from the date of this Agreement through until the earlier of the Effective TimeDate or termination hereof, the Company shall not terminate, amend, modify or waive any provision of any confidentiality confiden- tiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any those involving Parentthe Parent or its affiliates). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdictionjurisdic- tion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Joseph Littlejohn & Levy Fund Ii Lp)

Third Party Standstill Agreements. During the period from From the date of this Agreement through until the earlier of the termination of this Agreement pursuant to Article 7 or the Effective Time, the Company shall not terminate, amend, modify or waive any material provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving ParentInfor or its affiliates). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreements, including, but not limited to, obtaining seeking injunctions to prevent any breaches of such agreements and or to enforce specifically the terms and provisions thereof in any a court of in the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mapics Inc)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality agreement relating to a Takeover Proposal or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tellabs Inc)

Third Party Standstill Agreements. During the period from From the date of this Agreement through until the earlier of the termination of this Agreement pursuant to Article 7 or the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement Contract to which the Company or any of its Subsidiaries subsidiaries is a party (other than any involving ParentParent or its affiliates). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreementsContracts, including, but not limited to, obtaining seeking injunctions to prevent any breaches of such agreements and or to enforce specifically the terms and provisions thereof in any a court of in the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Specialized Health Products International Inc)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality confidentiality, standstill or standstill similar agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parentto which Parent or any of its Subsidiaries is a party). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining including using its best efforts to obtain injunctions to prevent any breaches threatened or actual breach of such agreements and to enforce specifically the terms and provisions any provision thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vistana Inc)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Total Control Products Inc)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality agreement relating to a Takeover Proposal or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining including injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tellabs Inc)

Third Party Standstill Agreements. During the period from the date of this Agreement through until the Effective TimeTime or earlier termination of this Agreement, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company it or any of its Subsidiaries is a party (other than any involving Parent-42- 47 Tribune or its Subsidiaries). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreements, including, but not limited to, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Times Mirror Co /New/)

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