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: Merger Agreement (Smith & Nephew Holdings Inc), Merger Agreement (Smith & Nephew Inc), Merger Agreement (Lowrance Electronics 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 5 contracts
Samples: Merger Agreement (Concord Efs Inc), Merger Agreement (Life Usa Holding Inc /Mn/), Merger Agreement (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 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: Merger Agreement (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: Merger Agreement (Citigroup Inc), Merger Agreement (Pamida Holdings Corp/De/), Merger Agreement (Shopko Stores 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 3 contracts
Samples: Agreement and Plan of Merger (Oratec Interventions Inc), Merger Agreement (Careerbuilder Inc), Merger Agreement (Harris Corp /De/)
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: Merger Agreement (Magellan Holdings, Inc.), Merger Agreement (Datastream 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 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: Merger Agreement (Marquette Medical Systems Inc), Merger Agreement (Internet Communications 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 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 2 contracts
Samples: Agreement and Plan of Merger (Paymentech Inc), Merger Agreement (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 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: Merger Agreement (Technology Solutions Company), Merger Agreement (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: Merger Agreement (MLE Holdings, Inc.), Merger Agreement (Mity Enterprises 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: Merger Agreement (Healthworld Corp), Merger Agreement (Cordiant Communications Group PLC /Adr)
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: Merger Agreement (Nabisco Inc), Merger Agreement (Philip Morris Companies 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: Merger Agreement (Aspect Communications Corp), Merger Agreement (Concerto Software Inc)
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: Merger Agreement (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, (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: Merger Agreement (Floss Acquisitions Corp), Merger Agreement (First Commonwealth 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: Merger Agreement (Hf Financial Corp), Merger Agreement (Great Western Bancorp, Inc.)
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: Merger Agreement (Ibp Inc), Merger Agreement (Foodbrands America 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: Merger Agreement (Reid Clifford A), Merger Agreement (Eloquent 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: Merger Agreement (Specialized Health Products International Inc)
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: Merger Agreement (Joseph Littlejohn & Levy Fund Ii Lp)
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
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: Merger Agreement (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)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
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
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
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
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: Merger Agreement (Access Plans 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: Merger Agreement (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 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: Merger Agreement (Tellabs 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
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: Merger Agreement (Oi 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 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: Merger Agreement (Mapics 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
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: Merger Agreement (Tellabs 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
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: Merger Agreement (Senorx Inc)