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, except in connection with the making of a Takeover Proposal, 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 such release of any third party or amendment, modification or waiver of such provisions is necessary in order to comply with its fiduciary duties to the Company's stockholders under applicable law."

Appears in 2 contracts

Samples: Agreement and Plan of Merger (TPG Partners Ii Lp), The Agreement (Zilog 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, except in connection with the making of a Takeover Superior Proposal, 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 such release of any third party or amendment, modification or waiver of such provisions is necessary in order to comply with its fiduciary duties to the Company's stockholders under applicable law."

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zilog Inc), Agreement and Plan of Merger (Zilog 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, except in connection with the making of a Takeover Proposal, 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 such release of any third party or amendment, modification or waiver of such provisions is necessary in order to comply with its fiduciary duties to the Company's stockholders under applicable law."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zilog Inc)

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