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, materially amend or modify or waive any provision of any confidentiality agreement relating to a Alternative 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 use commercially reasonable efforts to enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreements, including obtaining injunctions to prevent any material 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. Notwithstanding the foregoing, the Company shall not be required to take, or be prohibited from taking, any action otherwise prohibited by this Section 4.4, if, in the good faith judgment of the Company’s Board of Directors, after consultation with outside counsel of the Company, such action or inaction, as the case may be, would violate the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders.

Third Party Standstill Agreements. During the period from the date of this Original Agreement Date through the Effective Time, the Company (a) shall not terminate, materially amend or amend, modify or waive any provision of any confidentiality agreement relating to a Alternative 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 ) and (b) agrees to use commercially reasonable efforts to enforce, to the fullest extent permitted under applicable Lawlaw, the provisions of any such agreements, including obtaining injunctions to prevent any material 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. Notwithstanding the foregoing; provided, that the Company shall not be required to take, or be prohibited from taking, any action otherwise prohibited by this Section 4.44.3, if, in the good faith judgment of the Company’s 's Board of Directors, after consultation with outside counsel of the Company, such action or inaction, as the case may be, would violate the fiduciary duties of the Company’s 's Board of Directors to the Company’s 's stockholders.

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, materially amend or amend, modify or waive any provision of any confidentiality agreement relating to a Alternative Proposal or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent)Parent or its affiliates) unless the Company Board, after consultation with independent outside legal counsel, determines in good faith that failing to take such action would be inconsistent with its fiduciary duties to the Company’s Stockholders under applicable Law. During such period, the Company agrees to use commercially reasonable efforts to enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreements, including obtaining including, but not limited to, seeking injunctions to prevent any material 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. Notwithstanding the foregoing, jurisdiction unless the Company shall not be required to take, or be prohibited from taking, any action otherwise prohibited by this Section 4.4, if, in the good faith judgment of the Company’s Board of DirectorsBoard, after consultation with independent outside counsel of the Companylegal counsel, determines in good faith that taking such action or inaction, as the case may be, would violate the be inconsistent with its fiduciary duties of the Company’s Board of Directors to the Company’s stockholdersStockholders under applicable Law.

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company (a) shall not terminate, materially amend or amend, modify or waive any provision of any confidentiality agreement relating to a Alternative 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 ) and (b) agrees to use commercially reasonable efforts to enforce, to the fullest extent permitted under applicable Lawlaw, the provisions of any such agreements, including obtaining injunctions to prevent any material 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. Notwithstanding the foregoing; provided, that the Company shall not be required to take, or be prohibited from taking, any action otherwise prohibited by this Section 4.44.3, if, in the good faith judgment of the Company’s Board of Directors, after consultation with outside counsel of the Company, such action or inaction, as the case may be, would violate the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders.

Third Party Standstill Agreements. During the period from the date of this Original Agreement Date through the Effective Time, the Company (a) shall not terminate, materially amend or amend, modify or waive any provision of any confidentiality agreement relating to a Alternative 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 ) and (b) agrees to use commercially reasonable efforts to enforce, to the fullest extent permitted under applicable Lawlaw, the provisions of any such agreements, including obtaining injunctions to prevent any material 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. Notwithstanding the foregoing; provided, that the Company shall not be required to take, or be prohibited from taking, any action otherwise prohibited by this Section 4.44.3, if, in the good faith judgment of the Company’s Board of Directors, after consultation with outside counsel of the Company, such action or inaction, as the case may be, would violate the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders.

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company (a) shall not terminate, materially amend or amend, modify or waive any provision of any confidentiality agreement relating to a Alternative 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 ) and (b) agrees to use commercially reasonable efforts to enforce, to the fullest extent permitted under applicable Lawlaw, the provisions of any such agreements, including obtaining injunctions to prevent any material 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. Notwithstanding the foregoing; provided, that the Company shall not be required to take, or be prohibited from taking, any action otherwise prohibited by this Section 4.44.3, if, in the good faith judgment of the Company’s 's Board of Directors, after consultation with outside counsel of the Company, such action or inaction, as the case may be, would violate the fiduciary duties of the Company’s 's Board of Directors to the Company’s 's stockholders.