Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it is a party. During such period, the Company shall enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, 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 having jurisdiction.
Appears in 6 contracts
Samples: Merger Agreement, Merger Agreement (Worthington Foods Inc /Oh/), Merger Agreement (HFS Inc)
Third Party Standstill Agreements. During Except as provided in Section 7.08 hereto, during the period from the date of this Agreement through the Effective Time, neither the Company EUA nor any of its Subsidiaries shall terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it is a party. During such period, the Company EUA shall take all steps necessary to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, 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 having jurisdiction.
Appears in 4 contracts
Samples: Merger Agreement (New England Electric System), Merger Agreement (New England Electric System), Merger Agreement (Eastern Utilities Associates)
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall enforce and shall not terminate, amend, modify or waive any standstill or other provision of of, any confidentiality confidentiality, nonsolicitation or standstill agreement to which it the Company or any of its Subsidiaries is a party. During such period, the Company shall enforce, to the fullest extent permitted under applicable law, the provisions of party (other than any such agreementinvolving Parent), including, but not limited towithout limitation, any such agreement entered into with any party in connection with the process conducted by obtaining injunctions the Company to prevent any breaches of such agreements and to enforce specifically solicit acquisition proposals for the terms and provisions thereof in any court having jurisdictionCompany.
Appears in 3 contracts
Samples: Merger Agreement (Monsanto Co), Merger Agreement (Dekalb Genetics Corp), Merger Agreement (Monsanto Co)
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall terminate, amend, modify or waive any material provision of any confidentiality or standstill agreement to which it is a party. During such period, the Company and its Subsidiaries shall enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, 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 having jurisdiction.
Appears in 3 contracts
Samples: Merger Agreement (Midamerican Energy Holdings Co /New/), Merger Agreement (Midamerican Energy Co), Merger Agreement (Sokol David L)
Third Party Standstill Agreements. During Each Principal Party agrees that, during the period from the date of this Agreement through the Effective Time, neither the Company it nor any of its Subsidiaries shall terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it is a party. During such period, the Company each Principal Party shall enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, 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 having jurisdiction.
Appears in 3 contracts
Samples: Merger Agreement (General Scanning Inc \Ma\), Merger Agreement (Inprise Corp), Merger Agreement (Inprise Corp)
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries 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) unless the Company's Board of Directors shall have determined in good faith, after consultation with outside counsel, that it is a party. During such period, the Company shall enforce, necessary to do so in order to comply with its fiduciary duties to the fullest extent permitted Company's stockholders under applicable law, the provisions of any such agreement, 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 having jurisdiction.
Appears in 3 contracts
Samples: Merger Agreement (Wallace Computer Services Inc), Merger Agreement (Graphic Industries Inc), Agreement and Plan of Merger (Wallace Computer Services Inc)
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it the Company or any of its Subsidiaries is a party. During such period, the Company shall enforce, to the fullest extent permitted under applicable law, the provisions of party (other than any such agreement, 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 having jurisdictioninvolving Parent).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aon Corp), Merger Agreement (Intelliquest Information Group Inc), Merger Agreement (Alexander & Alexander Services Inc)
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of shall use its Subsidiaries reasonable efforts to enforce and shall not terminate, amend, modify or waive (except in accordance with the terms of the applicable agreement) any standstill provision of any confidentiality or standstill agreement to which it is a party. During such period, between the Company shall enforce, or its representatives and other parties entered into prior to the fullest extent permitted under applicable law, the provisions of any such agreement, 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 having jurisdictiondate hereof.
Appears in 2 contracts
Samples: Merger Agreement (Gulfside Supply, Inc.), Merger Agreement (Eagle Supply Group Inc)
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it is a party. During such period, the Company shall reasonably enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, 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 having jurisdiction.
Appears in 2 contracts
Samples: Merger Agreement (Alpnet Inc), Merger Agreement (Alpnet Inc)
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it is a party. During such period, the Company shall enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, 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 having jurisdiction.
Appears in 2 contracts
Samples: Merger Agreement (Newmedia Spark PLC), Merger Agreement (Telescan Inc)
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall enforce and shall not terminate, amend, modify or waive any standstill provision of any confidentiality or standstill agreement to which it is a party. During such period, between the Company shall enforce, and other parties entered into prior to the fullest extent permitted under applicable law, date hereof in connection with the provisions of any such agreement, including, but not limited to, process conducted by obtaining injunctions the Company to prevent any breaches of such agreements and to enforce specifically solicit acquisition proposals for the terms and provisions thereof in any court having jurisdictionCompany.
Appears in 2 contracts
Samples: Merger Agreement (Williams Companies Inc), Merger Agreement (Williams Companies Inc)
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall enforce and shall not terminate, amend, modify or waive any standstill provision of any confidentiality or standstill agreement to which it is a party. During such period, between the Company shall enforce, and other parties entered into prior to the fullest extent permitted under applicable law, date hereof other than the provisions of any such agreement, 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 having jurisdictionConfidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oshkosh Truck Corp), Merger Agreement (JLG Industries Inc)
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the The Company nor any of its Subsidiaries shall not terminate, amend, modify or waive waive, or permit any such action to be taken by its Subsidiaries, any provision of any confidentiality or standstill agreement binding on a third party to which it the Company or any of its Subsidiaries is a party. During such period, the Company shall enforce, to the fullest extent permitted under applicable law, the provisions of party (other than any such agreement, 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 having jurisdictioninvolving Parent).
Appears in 2 contracts
Samples: Merger Agreement (Isg Resources Inc), Merger Agreement (Headwaters Inc)
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective TimeClosing Date (or earlier termination hereof), neither the Company nor any of its Subsidiaries shall terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it is a party. During such period, the Company shall enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreement, 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 having jurisdiction.
Appears in 2 contracts
Samples: Subscription Agreement (Midmark Capital Lp), Subscription Agreement (Vertex Industries Inc)
Third Party Standstill Agreements. During the period from --------------------------------- the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall enforce and shall not terminate, amend, modify or waive any standstill provision of any confidentiality or standstill agreement to which it is a party. During such period, between the Company shall enforce, and other parties entered into prior to the fullest extent permitted under applicable law, the provisions of any such agreement, 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 having jurisdictiondate hereof.
Appears in 2 contracts
Samples: Merger Agreement (Lee Sara Corp), Merger Agreement (Lee Sara Corp)
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of shall use its Subsidiaries commercially reasonable efforts to enforce and shall not terminate, amend, modify or waive (except in accordance with the terms of the applicable agreement) any standstill provision of any confidentiality or standstill agreement to which it is a party. During such period, between the Company shall enforce, or its Representatives and other parties entered into prior to the fullest extent permitted under date hereof, subject to applicable lawLaw, including without limitation the provisions fiduciary obligations of any such agreement, including, but not limited to, by obtaining injunctions to prevent any breaches the board of such agreements and to enforce specifically directors of the terms and provisions thereof in any court having jurisdictionCompany.
Appears in 2 contracts
Samples: Merger Agreement (Mobius Management Systems Inc), Merger Agreement (Mobius Management Systems Inc)
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall terminate, amend, modify or waive any material provision of any confidentiality or standstill agreement to which it is a party. During such period, the Company shall enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, 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 having jurisdiction.
Appears in 1 contract
Third Party Standstill Agreements. During the period --------------------------------- from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall enforce and shall not terminate, amend, modify or waive any standstill provision of any confidentiality or standstill agreement to which it is a party. During such period, between the Company shall enforce, and other parties entered into prior to the fullest extent permitted under applicable law, the provisions of any such agreement, 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 having jurisdictiondate hereof.
Appears in 1 contract
Samples: Merger Agreement (Steelcase Inc)
Third Party Standstill Agreements. During the period from the --------------------------------- date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries subsidiaries shall terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it is a party. During such period, the Company shall take all steps necessary to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, including, but not limited to, by obtaining injunctions ; provided that nothing in this subsection (aa) shall be deemed to prevent any breaches of such agreements and to enforce specifically affect the terms and provisions thereof in any court having jurisdictionCompany's rights under Section 9.01(e) hereof.
Appears in 1 contract
Third Party Standstill Agreements. During the period from the date of this Agreement hereof through the Effective Time, neither the Company nor any of its Subsidiaries shall not terminate, amend, modify or waive any provision of the Rights Agreement or of any confidentiality or standstill agreement to which it the Company is a party. During such period, except for the Company shall enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, 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 having jurisdictionRights Agreement Amendment.
Appears in 1 contract
Third Party Standstill Agreements. During Except as provided in Section 7.08 hereto, during the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it is a party. During such period, the Company shall take all steps necessary to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, 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 having jurisdiction.
Appears in 1 contract
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it the Company or any of its Subsidiaries is a party. During such period, the Company shall agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreementagreements, 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 1 contract
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party. During such period, the Company shall enforce, to the fullest extent permitted under applicable law, the provisions party that was entered into in contemplation of any such agreement, 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 having jurisdictiondiscussions or negotiations regarding a possible Acquisition Transaction.
Appears in 1 contract
Samples: Merger Agreement (Inacom Corp)
Third Party Standstill Agreements. During the period from the date of this Agreement hereof through the Effective Time, neither the Company nor any of its Subsidiaries shall terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it is a party. During such period, the Company shall enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreementstandstill provision of any confidentiality or similar agreement to which the Company or any Company Subsidiary is a party, 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 having jurisdiction.
Appears in 1 contract
Third Party Standstill Agreements. (a) During the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it the Company or any of its Subsidiaries is a party. party (other than any involving Parent).
(b) During such periodthe period from the date of this Agreement through the Effective Time, the Company Parent shall enforcenot terminate, to the fullest extent permitted under applicable lawamend, the provisions modify or waive any provision of any such agreement, including, but not limited to, by obtaining injunctions confidentiality or standstill agreement to prevent which Parent or any breaches of such agreements and to enforce specifically its Subsidiaries is a party (other than any involving the terms and provisions thereof in any court having jurisdictionCompany).
Appears in 1 contract
Third Party Standstill Agreements. During Subject to the fiduciary responsibilities of the Board of Directors of the Company, during the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall enforce and shall not terminate, amend, modify or waive any standstill provision of any confidentiality or standstill agreement to which it is a party. During such period, between the Company shall enforce, and other parties entered into prior to the fullest extent permitted under applicable law, date hereof in connection with the provisions of any such agreement, including, but not limited to, process conducted by obtaining injunctions the Company to prevent any breaches of such agreements and to enforce specifically solicit acquisition proposals for the terms and provisions thereof in any court having jurisdictionCompany.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Telephone & Data Systems Inc /De/)
Third Party Standstill Agreements. During the ------------ --------------------------------- period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall enforce and shall not terminate, amend, modify or waive any standstill provision of any confidentiality or standstill agreement to which it is a party. During such period, between the Company shall enforce, and other parties entered into prior to the fullest extent permitted under applicable law, the provisions of any such agreement, 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 having jurisdictiondate hereof.
Appears in 1 contract
Samples: Merger Agreement (Steelcase Inc)
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall terminate, amend, modify or waive any provision of or release any of its rights under any confidentiality or standstill agreement to which it is a party. During such period, the Company shall enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreement, 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 having jurisdiction.
Appears in 1 contract
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall not terminate, amend, modify or waive waive, or permit the release of any Person from, any provision of any confidentiality confidentiality, non-solicitation, no hire, “standstill” or standstill similar Contract to which the Company or any of its Subsidiaries is a party or under which the Company or any of its Subsidiaries has any rights, and will use commercially reasonable efforts to cause each such agreement to which it is a party. During such periodbe enforced at the request of Parent, the Company shall enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, including, but not limited to, by including obtaining injunctions to prevent any breaches of such agreements of, and to enforce specifically the terms and provisions thereof in any court having jurisdictionspecifically, such agreements.
Appears in 1 contract
Third Party Standstill Agreements. During the period --------------------------------- from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it the Company or any of its Subsidiaries is a party. During party (other than any involving Parent) unless the Company's Board of Directors shall have determined in good faith, after consultation with outside counsel, that failing to release any third party or to amend, modify or waive such period, provisions would not be consistent with the Company shall enforce, to the fullest extent permitted Company's Board of Directors' fiduciary responsibilities under applicable law, the provisions of any such agreement, 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 having jurisdiction.
Appears in 1 contract
Samples: Merger Agreement (Owens Corning)
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries subsidiaries shall terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it is a party. During such period, the Company shall take all steps necessary to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, including, but not limited to, by obtaining injunctions ; provided that nothing in this subsection (aa) shall be deemed to prevent any breaches of such agreements and to enforce specifically affect the terms and provisions thereof in any court having jurisdictionCompany's rights under Section 9.01(e) hereof.
Appears in 1 contract
Third Party Standstill Agreements. During the period from the --------------------------------- date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall enforce and shall not terminate, amend, modify or waive any standstill provision of any confidentiality or standstill agreement to which it is a party. During such period, between the Company shall enforce, and other parties entered into prior to the fullest extent permitted under applicable law, date hereof in connection with the provisions of any such agreement, including, but not limited to, process conducted by obtaining injunctions the Company to prevent any breaches of such agreements and to enforce specifically solicit acquisition proposals for the terms and provisions thereof in any court having jurisdictionCompany.
Appears in 1 contract
Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, neither the Company nor any of its Subsidiaries shall not terminate, amend, modify or waive any provision of any confidentiality agreement relating to a Takeover Proposal or standstill agreement to which it the Company or its Subsidiaries is a party. During such period, the Company shall enforce, to the fullest extent permitted under applicable law, the provisions of party (other than any such agreement, 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 having jurisdictionagreement involving CCBI).
Appears in 1 contract