to Parent Sample Clauses

to Parent. The Company (i) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (ii) shall, and shall cause its Subsidiaries to, use reasonable best efforts to enforce the provisions of any such agreement.

to Parent. The Company shall not, and shall cause the Acquired Companies not to, terminate, waive, amend or modify, or grant permission under, or fail to enforce, any standstill, non-compete, non-solicitation or confidentiality provision in any Contract to which it or any of the Acquired Companies are or become a party relating to an Acquisition Proposal (other than any such Contract with Parent or Merger Sub).

to Parent. Please check only one of the two boxes below and return the signed form to the Attendance Office. (Failure to return this form or to schedule an appointment for a conference may result in permanent loss of credit for your son/daughter.)

to Parent. The Genex Leases grant leasehold estates free and clear of all Encumbrances (except Permitted Encumbrances) and no Encumbrances (except Permitted Encumbrances) have been granted by or caused by the actions of Genex. The Genex Leases are in full force and effect and are binding and enforceable against each of the parties thereto in accordance with their respective terms subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws of general application affecting the rights and remedies of creditors and (b) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). Genex is not in breach of or default under any Genex Lease, nor has there occurred any event that with the passage of time or the giving of notice or both would constitute a breach or default by Genex under any Genex Lease. Genex has not received any notice of breach or default of any Genex Lease nor, to the Knowledge of Genex, has any other party to a Genex Lease committed a breach or default under any Genex Lease, nor, to the Knowledge of Genex, has there occurred any event that with the passage of time or the giving of notice or both would constitute such a breach or default. Schedule 3.16 correctly identifies each Genex Lease the provisions of which would be materially and adversely affected by the Transaction contemplated hereby and each Genex Lease that requires the consent of any third party in connection with the Transaction contemplated hereby. Except as set forth on Schedule 3.16, no Genex Lease has an unexpired term which including any renewal or extensions of such term provided for in such Genex Lease could exceed ten years.

to Parent. Except as determined by the Company Board in good faith after consultation with outside counsel that the failure to take such action would constitute a breach of fiduciary duties to the shareholders of the Company under applicable Law, the Company (i) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party and (ii) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement.

to Parent. Energy East Corporation X.X. Xxx 00000 Xxxxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx X. Xxxxxxxx, Esq. Executive Vice President, General Counsel and Secretary Telephone: (000) 000-0000 Telecopy: (000) 000-0000 with a copy to: Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxxx, Esq. Telephone: (000) 000-0000 Telecopy: (000) 000-0000

to Parent. Notwithstanding anything to the contrary in this Agreement, if the Company receives an Acquisition Proposal from a Person that is not in violation of such Person’s contractual obligations to the Company or any Company Subsidiary under a standstill or nondisclosure agreement, other than after breaching or violating this Section 5.03, that the Company Board concludes in good faith, After Consultation, constitutes a Superior Proposal, the Company Board may, at any time prior to the receipt of the Company Stockholder Approval, if it determines in good faith, After Consultation (including with its outside legal counsel), that the failure to take such actions contemplated by clauses (x) and/or (y) below would result in a breach of the Company Board’s fiduciary duties to the stockholders of the Company under applicable Law, (x) effect a Change of Board Recommendation with respect to a Superior Proposal and/or (y) terminate this Agreement pursuant to Section 7.01(f) and simultaneously enter into a definitive agreement with respect to such Superior Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to the foregoing clause (y), and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless in advance of or concurrently with such termination the Company pays the Termination Fee in accordance with Section 7.02; and provided further that the Company Board may not effect a Change of Board Recommendation pursuant to the foregoing clause (x) or terminate this Agreement pursuant to the foregoing clause (y) unless:

to Parent. Robotic Vision Systems, Inc. 425 Rabro Drive East Hauppauge, New York 10000 Xxxx: Xxxxxxxxx Xxx Xx.: (516) 273-1167 With a copy to: Xxxxxx Xuryee Rosoff & Haft 529 Fifth Avenxx Xxw Yxxx, New York 10017 Xxxx: Xxx X. Xxxxxxx, Xxx. Fax No.: (212) 972-9400

to Parent. Robotic Vision Systems, Inc. 000 Xxxxx Xxxxx Xxxx Xxxxxxxxx, Xxx Xxxx 00000 Attn: Xxx X. Xxxxx, President Fax No.: (000) 000-0000 With a copy to: Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxx, P.C. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxx X. Xxxxxxx, Esq. Fax No.: (000) 000-0000

to Parent. Notwithstanding anything herein to the contrary, at any time prior to the Acceptance Time, (i) if (A) the Company receives a bona fide unsolicited written Alternative Proposal (which Alternative Proposal did not result from a breach of this Section 6.03) that the Company Board determines in good faith, after consultation with outside counsel and its financial advisors, constitutes a Superior Proposal, and (B) the Company Board determines in good faith, after consultation with outside counsel, that the failure to take such action would reasonably be expected to be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law, then the Company Board may make an Adverse Recommendation Change or terminate this Agreement pursuant to Section 9.01(c) to enter into a definitive agreement with respect to such Superior Proposal; and (ii) if (A) in response to material events, changes or developments in circumstances, unrelated to an Alternative Proposal or any inquiry, proposal, discussion, offer or request that would reasonably be expected to result in an Alternative Proposal, that were not known by, nor reasonably foreseeable to, the Company Board as of the date hereof (or, if known, the consequences of which were not known or reasonably foreseeable to the Company Board as of the date hereof); provided, that, for the avoidance of doubt, (x) the fact in and of itself that the Company or Parent meets or exceeds projections, forecasts or estimates and (y) changes in and of themselves in the price of the Company Common Stock or Parent Common Stock or the trading volume thereof shall, in each case, be considered known and reasonably foreseeable occurrences and (B) the Company Board has determined in good faith, after consultation with outside legal counsel and its financial advisors, that the failure to take such action would reasonably be expected to be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law, then the Company Board may make an Adverse Recommendation Change; provided, that the Company Board may not make an Adverse Recommendation Change or terminate this Agreement pursuant to this Section 6.03(d) unless: