Discussions with Third Parties Sample Clauses

Discussions with Third Parties. 5.1.1 Until the earlier of the Effective Time or the termination of this Agreement, Eldorado (a) shall not, and shall instruct its Representatives not to, solicit or encourage, directly or indirectly, inquiries or proposals with respect to any Strategic Transaction Proposal, and (b) except as expressly permitted by Section 5.1.2 or Section 5.1.3, shall not, and shall instruct its Representatives not to, furnish any non-public information relating to or participate in any negotiations, discussions or other activities concerning, any Strategic Transaction with any Person other than CSBI and Merger Sub. Eldorado shall notify CSBI promptly after any Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a Strategic Transaction Proposal are sought to be initiated (or continued) with, directly or indirectly, Eldorado or any of its Representatives, and shall disclose to CSBI the identity of the third party making or seeking to make such Strategic Transaction Proposal, the terms and conditions of such Strategic Transaction Proposal and such other information as CSBI reasonably may request; PROVIDED, HOWEVER, that if Eldorado receives a Strategic Transaction Proposal and the foregoing disclosure of such Proposal to CSBI would violate a confidentiality agreement by which Eldorado is bound, Eldorado (a) shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement, (b) shall return such Strategic Transaction Proposal to the initiating party without substantive response (together with, if so elected by Eldorado, a copy of this Section 5.1), and (c) to the extent such disclosure has not been made under clause (a), shall notify CSBI that a Strategic Transaction Proposal has been received and that the same has been returned to the initiating party without substantive response. Without limiting the foregoing, it is understood and agreed that any failure by any of Eldorado's Representatives to abide by the limitations set forth in this Section 5.1 shall constitute a breach of this Section 5.1 by Eldorado regardless of whether such Representative's actions were authorized by or purported to be undertaken on behalf of Eldorado.
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Discussions with Third Parties. Pharmacia has previously agreed to permit Nastech to contact and disclose to Third Parties Confidential Information of Nastech and certain Confidential Information of Pharmacia for purposes of exploring a potential acquisition, alliance, collaboration, co-development or licensing arrangement to ensure the continued development and prompt commercialization of the Licensed Product in the Field. Following the Execution Date, Nastech shall continue to have the right to contact Third Parties to discuss such a potential acquisition, alliance, collaboration, co-development or licensing arrangement; provided, however, that Nastech shall not execute any agreement in respect of any such arrangement unless the effectiveness of such agreement is expressly conditioned upon the occurrence of the Closing and the termination of the Collaboration and License Agreement pursuant to Section 9.1(a). Nastech may in such discussions disclose to such Third Parties Confidential Information of Nastech, and Confidential Information of Pharmacia relating to the Licensed Product, in each case to the extent Nastech reasonably concludes that such disclosure is necessary to enable such Third Parties to make a sufficient preliminary technical and commercial assessment of the Licensed Product; provided, however, that prior to any such disclosure, such Third Party must enter into with Nastech an agreement (a) imposing upon such Third Party obligations of confidentiality and non-use with respect to such Confidential Information that are substantially the same as those undertaken by Pharmacia and Nastech under the Collaboration and License Agreement and (b) providing that Pharmacia is a third-party beneficiary of such agreement until the Closing occurs, and if the Closing does not occur, indefinitely.
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Discussions with Third Parties. 4.1.1 Palomar and Community (a) shall not, and shall instruct and cause each of their Representatives not to, solicit or encourage, directly or indirectly, inquiries or proposals with respect to any Strategic Transaction Proposal, and, (b) shall not, and shall instruct and cause each of their Representatives not to, furnish any nonpublic information relating to or participate in any negotiations, discussions or other activities concerning, any Strategic Transaction with any Person other than Centennial. Palomar and Community shall notify Centennial promptly after any Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a Strategic Transaction Proposal are sought to be initiated with, directly or indirectly, Community or any of its Representatives, and shall disclose to Centennial the identity of the third party making or seeking to make such Strategic Transaction Proposal, the terms and conditions thereof and such other information as Centennial reasonably may request.
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Discussions with Third Parties. (a) Asiana (a) shall not, and shall instruct and cause each of its Representatives not to, solicit or encourage, directly or indirectly, inquiries or proposals with respect to any Strategic Transaction Proposal, and, (b) except as expressly permitted by Section 5.1(b), shall not, and shall instruct and cause each of its Representatives not to, furnish any non-public information relating to or participate in any negotiations, discussions or other activities concerning, any Strategic Transaction with any Person other than the Bank. Asiana shall notify the Bank promptly (and in any event within 24 hours) after any Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a Strategic Transaction Proposal are sought to be initiated with, directly or indirectly, Asiana or any of its Representatives, and shall disclose to the Bank the identity of the third party making or seeking to make such Strategic Transaction Proposal, the terms and conditions thereof and such other information as the Bank reasonably may request; provided, however, that if Asiana receives a Strategic Transaction Proposal and the foregoing disclosure of such Strategic Transaction Proposal to the Bank would violate a confidentiality agreement by which Asiana is bound, Asiana shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement. Asiana represents and warrants to the Bank that Asiana is not subject to any such confidentiality agreement.
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Discussions with Third Parties. During the term of this Agreement, Employee shall not, without the express prior approval of the Board of Directors of PHS, or the Chairman of the Board thereof, engage in any discussions with any third party relating to any transaction that would result in either the acquisition of PHS (by way of merger or otherwise) by a third party or the acquisition by a third party, other than in ordinary brokerage transactions or other than by a third party that is registered as an investment company under the Investment Company Act of 1940, as amended, of any shares of stock of PHS that are, for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, deemed to be beneficially owned by Employee. Nothing contained herein shall limit Employee from (a) engaging in any discussion with persons who are, and are acting in their capacity as, officers or directors of PHS, (b) engaging in discussions with a charitable organization with respect to unconditional and unrestricted gifts that he proposes to make to such charitable organization or (c) engaging in discussions with members of his family concerning gifts that he proposes to make to them.
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Discussions with Third Parties. Seller and Parent will not, directly or indirectly, or permit the Companies, or any of their respective Affiliates, directors, officers, employees, representatives and agents to, solicit, encourage, initiate or pursue, directly or indirectly, any discussions or negotiations with, or furnish or cause to be furnished any information to any Persons, other than Buyer and its representatives, relating to or in connection with a sale or transfer of any interest in the Companies or any of their respective businesses. Seller and Parent will immediately cease and cause to be terminated any existing efforts, activities, discussions or negotiations with any Persons conducted heretofore.
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Discussions with Third Parties. 4.1.1 TNB (a) shall not, and shall instruct and cause each of its Representatives not to, solicit or encourage, directly or indirectly, inquiries or proposals with respect to any Strategic Transaction Proposal, and, (b) except as expressly permitted by Section 4.1.2, shall not, and shall instruct and cause each of its Representatives not to, furnish any non-public information relating to or participate in any negotiations, discussions or other activities concerning, any Strategic Transaction with any Person other than Sierra. TNB shall notify Sierra promptly after any Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a Strategic Transaction Proposal are sought to be initiated with, directly or indirectly, TNB or any of its Representatives, and shall disclose to Sierra the identity of the third party making or seeking to make such Strategic Transaction Proposal, the terms and conditions thereof and such other information as Sierra reasonably may request.
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Discussions with Third Parties. If ROCHE does not exercise its Option Right, then EVOTEC may wish to sublicense the development and commercialization of the Compounds and Products. EVOTEC has the right to enter into non-binding business discussions with Third Parties prior to ROCHE exercising its Option Right so that EVOTEC may swiftly sublicense EVOTEC’s rights under this Agreement to one or more Third Parties, should ROCHE not exercise its Option Right. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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Discussions with Third Parties 
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Related to Discussions with Third Parties

  • Transactions with Related Parties Enter into or be a party to any transaction or arrangement, including, without limitation, the purchase, sale lease or exchange of property or the rendering of any service, with any Related Party, except in the ordinary course of and pursuant to the reasonable requirements of the Borrower's or the applicable Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would obtain in a comparable arm's-length transaction with a Person not a Related Party.

  • Transactions with Interested Persons Neither Seller nor any principal, officer, supervisory employee or director of Seller or any of their respective spouses or family members owns directly or indirectly, on an individual or joint basis, any material interest in, or serves as an officer or director or in another similar capacity of, any competitor or supplier of Seller, or any organization which has a material contract or arrangement with Seller.

  • Communications with Shareholders Any notices, reports, statements, or communications with Shareholders of any kind required under this Declaration, including any such communications with Shareholders or their counsel or other representatives required under Section 9.8 hereof, or otherwise made by the Trust or its agents on behalf of the Trust shall be governed by the provisions pertaining thereto in the Bylaws.

  • Transactions with Insiders So long as the Note is outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement relating to the sale, transfer or assignment of any of the Company’s tangible or intangible assets with any of its Insiders (as defined below)(or any persons who were Insiders at any time during the previous two (2) years), or any Affiliates (as defined below) thereof, or with any individual related by blood, marriage, or adoption to any such individual. Affiliate for purposes of this Section 9(r) means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “Controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. For purposes hereof, “Insiders” shall mean any officer, director or manager of the Company, including but not limited to the Company’s president, chief executive officer, chief financial officer and chief operations officer, and any of their affiliates or family members.

  • Transactions with Related Persons Directly or indirectly enter into any transaction with or for the benefit of a Related Person on terms more favorable to the Related Person than would have been obtainable in an “arms’ length” dealing.

  • Relations with Governments The COMPANY has not made, offered or agreed to offer anything of value to any governmental official, political party or candidate for government office nor has it otherwise taken any action which would cause the COMPANY to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any law of similar effect.

  • AFFILIATIONS WITH THE OBLIGOR If the obligor is an affiliate of the trustee, describe each affiliation: Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

  • Transactions with Certain Persons Except as set forth on Schedule --------------------------------- 5.22, no officer, director or employee of the Company, nor any member of any such person's immediate family, is presently a party to any transaction with the Company, including without limitation, any contract, agreement or other arrangement(1) providing for the furnishing of services by, (2) providing for the rental of real or personal property from, or (3) otherwise requiring payments to (other than for services as officers, directors or employees of the Company ) any such person or corporation, partnership, trust or other entity in which any such person has an interest as a shareholder, officer, director, trustee or partner.

  • Communications with Accountants Each of the Borrowers authorizes the Administrative Agent and, if accompanied by the Administrative Agent, the Lenders to communicate directly with the Accountants and authorizes the Accountants to disclose to the Administrative Agent and the Lenders any and all financial statements and other supporting financial documents and schedules including copies of any management letter with respect to the business, financial condition and other affairs of such Borrower or any of its Subsidiaries. At the request of the Administrative Agent, such Borrower shall deliver a letter addressed to the Accountants instructing them to comply with the provisions of this §8.9.2.

  • Transactions with Shareholders and Affiliates No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Euramax or any of its Subsidiaries or with any Affiliate of Euramax or of any such holder, on terms that are less favorable to Euramax or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between or among Credit Parties; (b) reasonable and customary fees paid to Independent Outside Directors (provided that no fees shall be paid to directors other than Independent Outside Directors), and indemnities provided on behalf of, officers or members of the board of directors (or similar governing body) of Euramax and its Subsidiaries; (c) any employment or compensation arrangement or agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by and among Credit Parties in the Ordinary Course of Business; (d) Reserved; (e) other Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (f) transactions described in Schedule 6.12; (g) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (k) sales of accounts receivables, or participations therein, or any related transaction, pursuant to the terms of a Permitted Receivables Financing.

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