Certain Discussions Sample Clauses

Certain Discussions. 29 4.26 Registration Statement and Proxy Statement/Prospectus Information............................................ 29
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Certain Discussions. Titan has disclosed to Union Oil all ------------------- discussions it has had with any person relating to an Acquisition Proposal (as defined in Section 6.2) since June 1, 1999.
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Certain Discussions. For a period of twelve (12) months from the date hereof, neither QHP nor any of its controlled affiliates will, directly or indirectly, hold any discussions regarding the Company or its business or operations with any employees, customers, suppliers, distributors, creditors or any other person with whom, to QHP’s knowledge, the Company has a material business relationship, other than in the ordinary course of business. All communications regarding the Proposed Transaction and all requests for additional information concerning the Company or the Confidential Information will be submitted or directed solely to those representatives of the Company designated by the Company in writing.
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Certain Discussions. The Company consents, notwithstanding anything in this Agreement to the contrary, under the letter agreement, dated as of September 11, 2012 by and between the Company and Xxxx Capital Partners, LLC, for the period from and after effectiveness of this Agreement through the earlier of (x) 11:59 p.m. (Pacific Time) on May 6, 2013 (but this clause (x) shall apply only if the Merger Agreement has not been entered into on or prior to such date), and (y) the termination of the Merger Agreement to: (i) Parent, each Stockholder and their respective Affiliates and Representatives engaging in discussions with respect to transactions to be effected in connection with the Closing and (ii) in furtherance of such discussions, Parent, each Stockholder and their respective Affiliates and Representatives sharing confidential information with each other with respect to the Company and its Subsidiaries. Any such confidential information shall be treated, for purposes of the respective confidentiality agreements of Parent, on the one hand, or the Stockholders, on the other, as having been received from the Company and shall be subject to the restrictions set forth in such agreements as if received from the Company (and, for the avoidance of doubt, neither Parent nor its Representatives or Affiliates shall be treated as “Representatives” of any Stockholder, and no Stockholder nor its Representatives or Affiliates shall be treated as “Representatives” of Parent, in each case for purposes of such confidentiality agreements). Nothing herein shall constitute the written consent of the Company for all purposes of Section 5.12 (Other Investors) of the Merger Agreement as such section may apply to the Stockholders.
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Certain Discussions. Notwithstanding anything in this Section 7.04 to the contrary, at any time on or after January 10, 2009 and through the Acceptance Date, the Company may (i) engage in discussions (and negotiate the terms of, and proposed documentation for, a transaction) with Permitted Investors regarding a potential equity investment in the Company of no more than $6 million in the aggregate (a “Covered Equity Investment”) and (ii) provide confidential information to such parties in connection with such discussions, provided that (A) any such Permitted Investor to which confidential information is provided is subject to a confidentiality agreement (a copy of which shall be provided for informational purposes only to Parent) with terms no less favorable in the aggregate in any material respect to the Company than those contained in the Confidentiality Agreement and (B) all such information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent prior to or substantially concurrently with the time it is provided or made available to any Permitted Investor. The Company shall not take any of the actions referred to in the immediately preceding sentence unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action and indicating the date on which discussions will commence (such date, the “Equity Discussion Commencement Date”), and the Company shall keep Parent promptly and reasonably informed of the status and material terms and developments with respect to any such 45 discussions or Covered Equity Investment. In no event will the Company enter into any agreement in principle, letter of intent or term sheet, securities purchase agreement, acquisition agreement, option agreement or other agreement relating to a Covered Equity Investment prior to the termination of this Agreement. For purposes of this Agreement, “Permitted Investor” means a bona fide venture capital, private equity or other financial investor, provided that no such investor shall constitute a “Permitted Investor” if a significant biotechnology or pharmaceutical company owns or controls more than 19.9% of the equity or voting interests in such investor.
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Related to Certain Discussions

  • Existing Discussions The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of Section 6.2 (a) of the obligations undertaken in this Section 6.2 and in the Confidentiality Agreement. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

  • Informal Discussion If an employee has a problem relating to a work situation, the employee is encouraged to request a meeting with his or her immediate supervisor to discuss the problem in an effort to clarify the issue and to work cooperatively towards settlement.

  • Settlement Discussions This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties hereto. Nothing herein shall be deemed an admission of any kind. Pursuant to Federal Rule of Evidence 408 and any applicable state rules of evidence, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than to prove the existence of this Agreement or in a proceeding to enforce the terms of this Agreement.

  • Discussion Staff has reviewed the proposal relative to all relevant policies and advise that it is reasonably consistent with the intent of the MPS. Attachment B provides an evaluation of the proposed development agreement in relation to the relevant MPS policies.

  • Results and Discussion Table 1 (top) shows the root mean square error (RMSE) between the three tests for different numbers of topics. These results show that all three tests largely agree with each other but as the sample size (number of topics) decreases, the agreement decreases. In line with the results found for 50 topics, the randomization and bootstrap tests agree more with the t-test than with each other. We looked at pairwise scatterplots of the three tests at the different topic sizes. While there is some disagreement among the tests at large p-values, i.e. those greater than 0.5, none of the tests would predict such a run pair to have a significant difference. More interesting to us is the behavior of the tests for run pairs with lower p-values. ≥ Table 1 (bottom) shows the RMSE among the three tests for run pairs that all three tests agreed had a p-value greater than 0.0001 and less than 0.5. In contrast to all pairs with p-values 0.0001 (Table 1 top), these run pairs are of more importance to the IR researcher since they are the runs that require a statistical test to judge the significance of the per- formance difference. For these run pairs, the randomization and t tests are much more in agreement with each other than the bootstrap is with either of the other two tests. Looking at scatterplots, we found that the bootstrap tracks the t-test very well but shows a systematic bias to produce p-values smaller than the t-test. As the number of topics de- creases, this bias becomes more pronounced. Figure 1 shows a pairwise scatterplot of the three tests when the number of topics is 10. The randomization test also tends to produce smaller p-values than the t-test for run pairs where the t- test estimated a p-value smaller than 0.1, but at the same time, produces some p-values greater than the t-test’s. As Figure 1 shows, the bootstrap consistently gives smaller p- values than the t-test for these smaller p-values. While the bootstrap and the randomization test disagree with each other more than with the t-test, Figure 1 shows that for a low number of topics, the randomization test shows less noise in its agreement with the bootstrap com- Figure 1: A pairwise comparison of the p-values less than 0.25 produced by the randomization, t-test, and the bootstrap tests for pairs of TREC runs with only 10 topics. The small number of topics high- lights the differences between the three tests. pared to the t-test for small p-values.

  • Limitations on Disclosure The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants, including, without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Release and any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

  • Limitations on Re-Disclosure The Provider shall not re-disclose Student Data to any other party or affiliate without the express written permission of the LEA or pursuant to court order, unless such disclosure is otherwise permitted under SOPPA, ISSRA, FERPA, and MHDDCA. Provider will not sell or rent Student Data. In the event another party, including law enforcement or a government entity, contacts the Provider with a request or subpoena for Student Data in the possession of the Provider, the Provider shall redirect the other party to seek the data directly from the LEA. In the event the Provider is compelled to produce Student Data to another party in compliance with a court order, Provider shall notify the LEA at least five (5) school days in advance of the court ordered disclosure and, upon request, provide the LEA with a copy of the court order requiring such disclosure.

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