During the Interim Period. Buyer agrees that except as may be agreed in writing by Seller or as may be expressly permitted pursuant to this Agreement, it shall not, and shall not permit any of its subsidiaries or Affiliates to, acquire, develop or construct any electric generation or transmission facility, enter into any Contract with respect thereto, or otherwise obtain control over any electric generation or transmission facility, in each case located within the control area operated by the New York Independent System Operator or take any action with any Governmental Authority relating to the foregoing, or agree, in writing or otherwise, to do any of the foregoing, in each case which could reasonably be expected to materially delay the consummation of the transactions contemplated hereby or result in the failure to satisfy any condition to consummation of the transactions contemplated hereby.
During the Interim Period. (i) Buyer shall offer employment to all Potential Transferred Employees, contingent upon the Closing, under terms of employment at least as beneficial to the Potential Transferred Employees as their existing terms with the Seller; and (ii) Seller shall permit Buyer to approach, interview and negotiate with each of the Potential Transferring Employees (but only with such Potential Transferred Employees), in respect of their potential employment by Buyer pursuant to (i) above.
During the Interim Period. (a) Seller shall not and shall cause its Representatives and Affiliates not to, directly or indirectly: (i) initiate, solicit, encourage or otherwise knowingly facilitate any inquiry, proposal, offer or discussion with any party (other than Seller’s Representatives, Buyer or its Representatives) concerning any Acquisition Transaction, (ii) except as may be required by applicable Law, furnish any non-public information concerning the Business (or any portion thereof) or the Acquired Assets to any Person (other than Seller’s Representatives, Buyer and its Representatives) or (iii) engage in discussions or negotiations with any party (other than Seller’s Representatives, Buyer and its Representatives) concerning any Acquisition Transaction.
During the Interim Period the Parties shall use their reasonable endeavours to negotiate and agree in good faith a joint development agreement to apply in relation to Licence P033, Block 49/12aN, such agreement to be, mutatis mutandis, in similar terms to the JDA for Licence P.1034 (Blocks 42/25a and 43/21a) and P.683 (Block 43/22a) and in the event that such agreement is not entered into on Completion the Parties shall continue to act in good faith to complete the agreement thereon and until such time the provisions of the JDA for Licence P.1034 (Blocks 42/25a and 43/21a) and P.683 (Block 43/22a) shall be deemed to apply in so far as reasonably practicable.
During the Interim Period. Buyer and Seller shall cooperate and use their commercially reasonable efforts to secure the transfer or reissuance of the Transferable Permits to Buyer (including obtaining any necessary Consents thereto), or the substitution of Buyer for Seller where appropriate on pending applications for such Transferable Permits or renewals thereof, effective as of the Closing Date. If the Parties are unable to secure the transfer, reissuance or substitution respecting one or more Transferable Permits effective as of the Closing Date, Seller shall continue to reasonably cooperate with Buyer’s efforts to secure such transfer, reissuance or substitution following the Closing Date. Each Party agrees that it will accept the terms of all Transferable Permits as existing on the Effective Date relating to the operation of the Acquired Assets, and that it will not seek to amend any of such terms in connection with filings with Governmental Authorities relating to the transactions contemplated by this Agreement and the Related Agreements, other than as necessary to effect the transfer or reissuance thereof to Buyer. In addition, with respect to any Transferable Permits for which the date for renewal will have passed by the Closing Date, Seller and Buyer shall cooperate to file by the Closing Date all applications with Governmental Authorities necessary to renew such Transferable Permits in a timely fashion without any material modifications to the terms thereof, except by agreement of the Parties, as may be required by applicable Law or to effect the renewal of such Permit in the name of Buyer. Nothing in this Section 5.2(e), however, shall prohibit Buyer or Seller from appealing the terms of any Permit that is issued or renewed following the Effective Date, with respect to which the Parties shall cooperate in good faith.
During the Interim Period. Euronav undertakes not to, and shall cause each of its Representatives not to, solicit, seek, initiate or encourage the making of any inquiry, expression of interest, proposal or offer that constitutes: (a) a public tender offer to acquire Euronav Shares being made by any Person other than a Frontline Party; (b) any merger or other company combination of Euronav or any of its Subsidiaries; or (c) any other transaction which, if consummated, would materially hinder, frustrate or adversely affect the successful completion of the Combination or purpose of the Combination, each a “Euronav Competing Transaction”, provided, however, that Euronav shall be entitled to enter into discussions or negotiations with, and furnish information to, any bona fide unsolicited third party in relation to a possible Euronav Competing Transaction, to the extent: (i) before announcement of the Tender Offer Filing; the Euronav Board acting reasonably and after consultation with its financial advisor and external counsel considers such to be required pursuant to its fiduciary duties under Applicable Law; or (ii) after announcement of the Tender Offer Filing; such Euronav Competing Transaction constitutes a Counter Offer.
During the Interim Period none of the Vendor or the Corporation shall (and the Vendor and the Corporation shall cause their respective Affiliates and Representatives not to), directly or indirectly: (a) solicit, initiate or encourage (including by way of furnishing any information relating to the Corporation), or induce or take any other action which could reasonably be expected to lead to the making, submission or announcement of, any proposal or inquiry that constitutes, or could reasonably be likely to lead to, an Acquisition Proposal; (b) other than informing Persons of the provisions contained in this Section 7.8, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action to facilitate or induce any effort or attempt to make or implement an Acquisition Proposal; (c) approve, endorse, recommend or enter into any Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring the Corporation or the Vendor to abandon or terminate its obligations under this Agreement, or (d) agree, resolve or commit to do any of the foregoing. The Vendor and the Corporation agree to notify the Purchaser immediately if any Person makes any proposal, offer, inquiry or contact with respect to an Acquisition Proposal and provide the Purchaser with a description of the material terms and conditions thereof, including the identity of such Person. The Vendor and the Corporation shall immediately cease and cause to be terminated any existing discussions with any Person (other than the Purchaser) concerning any proposal relating to an Acquisition Proposal. With respect to the Persons with whom discussions or negotiations have been terminated, the Vendor and the Corporation shall use their respective commercially reasonable efforts to obtain the return or destruction of, in accordance with the terms of any applicable confidentiality agreement, any confidential information previously furnished to any such Person by the Vendor, the Corporation or any of their respective Representatives. The Vendor shall not, and shall cause the Corporation not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Vendor or the Corporation is a party, and that relates to an Acquisition Proposal without the prior written consent of the Purchaser.
During the Interim Period. Frontline shall conduct its business (considered as a whole and in all material respects) in the Ordinary Course and materially in accordance with Applicable Law. Specifically, Frontline shall (and shall cause that its Subsidiaries shall), other than actions made or taken in accordance with this Agreement or in order to give effect to the Combination or as required to comply with Applicable Law, during the Interim Period: