Third Party Standstill Agreements. During the period from the date of this Agreement until the Effective Time 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 it or any of its Subsidiaries is a party (other than any involving -42- Tribune 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 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 (Tribune Co), Merger Agreement (Stinehart William Jr), Merger Agreement (Stinehart William Jr)
Third Party Standstill Agreements. During the period from the date of this Agreement until the Effective Time 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 a Takeover Proposal to which it or any of its Subsidiaries is a party (other than any involving -42- Tribune Parent or its Subsidiaries). During such period, the Company agrees to use all reasonable efforts to enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreements, including obtaining 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 3 contracts
Samples: Merger Agreement (Kellogg Co), Agreement and Plan of Restructuring and Merger (Flowers Industries Inc /Ga), Agreement and Plan of Restructuring and Merger (Keebler Foods Co)
Third Party Standstill Agreements. During the period from the date of this Agreement hereof until the Effective Time or earlier termination of this Agreement, neither the Company nor Parent shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it the Company, Parent or any of its their respective Subsidiaries is a party (other than any involving -42- Tribune or its Subsidiaries)party. During such period, each of the Company and Parent agrees to enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreements, including 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 (Delta Beverage Group Inc), Merger Agreement (Whitman Corp/New/)
Third Party Standstill Agreements. During the period from the date of this Agreement until through the Effective Time or earlier termination of this AgreementTime, the Company shall not terminate, amend, modify or waive any material provision of any confidentiality or standstill agreement to which it or any of its Subsidiaries the Company is a party (other than any involving -42- Tribune Xxxx (or its Subsidiariesaffiliates) or Merger Sub). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable Lawlaw, the provisions of any such agreements, including obtaining including, but not limited to, 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 (VMM Merger Corp), Merger Agreement (Vdi Multimedia)
Third Party Standstill Agreements. During the period from the date of this Agreement until through the Effective Time or earlier termination of this AgreementTime, the Company shall not terminate, amend, modify or waive any material provision of any confidentiality or standstill agreement to which it or any of its Subsidiaries the Company is a party (other than any involving -42- Tribune or its Subsidiaries)party. During such period, the Company agrees to enforce, to the fullest extent permitted under applicable Lawlaw, the provisions of any such agreements, including obtaining including, but not limited to, 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: Merger Agreement (Rockshox Inc)
Third Party Standstill Agreements. During the period from the date of this Agreement until through the Effective Time or earlier termination of this AgreementTime, the Company 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 (other than any involving -42- Tribune or its SubsidiariesParent). During such period, the Company agrees to enforce, to the fullest 39 extent permitted under applicable Lawlaw, the provisions of any such agreements, including 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 (Imatron Inc)