No Proxy Solicitation Clause Samples
The No Proxy Solicitation clause prohibits parties from soliciting proxies or encouraging others to vote on their behalf in relation to company matters. In practice, this means that shareholders or other stakeholders are not allowed to campaign for or collect voting rights from others, either directly or indirectly, during shareholder meetings or votes. This clause is designed to prevent the manipulation of voting outcomes and to ensure that all votes are cast independently, thereby maintaining the integrity of the decision-making process.
No Proxy Solicitation. The Shareholder will not, and will not permit any entity under its Control, to: (a) solicit proxies, or become a participant in a solicitation in opposition to, or competition with the Proposed Transaction or the Arrangement Agreement; (b) assist any person, entity or group in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit Staples in connection with the Proposed Transaction or the Arrangement Agreement; or (c) act jointly or in concert with others with respect to voting securities of PNI for the purpose of opposing or competing with Staples in connection with the Proposed Transaction or the Arrangement Agreement.
No Proxy Solicitation. Each Stockholder shall not, and shall not permit any Affiliate of the Stockholder to: (i) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to a Competing Transaction or Frustrating Transaction or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Offer or the Merger in accordance with the terms of the Merger Agreement, (ii) initiate a vote or action by written consent in lieu of a Company Stockholders' Meeting, or (iii) become a member of a "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) with respect to any voting securities of the Company, as applicable, with respect to any matter or transaction described in Section 5(a).
No Proxy Solicitation. (i) make, or in any way participate in, directly or indirectly, alone or in concert with others, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act, as in effect on the Effective Date) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to Search or any Search Affiliate; or (ii) seek to advise or influence any Person with respect to the voting of any Search Securities, or (iii) initiate, propose or otherwise solicit Search Securities holders for the approval of one or more stockholders or other securities holders proposals or induce or attempt to induce any other Person to initiate any stockholder or other securities holder proposal.
No Proxy Solicitation. Each Holder shall not, and shall --------------------- not permit any Affiliate of the Holder to: (i) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to a Competing Transaction or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (ii) initiate a vote or action by written consent in lieu of a Cabot Shareholders' Meeting, or (iii) become a member of a "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) with respect to any voting securities of Cabot or Cabot OP, as applicable, with respect to any matter or transaction described in this Section 6(a).
No Proxy Solicitation. With respect to any ServiceMaster shares, with regard to any matter, neither WMX nor any WMX affiliate shall directly or indirectly: (i) solicit proxies or consents, (ii) become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A of the Exchange Act) of proxies or consents or (iii) work in concert with, facilitate, support or assist in any manner a third party in such third party's solicitation of proxies or consents, except in support of solicitations made by or on behalf of the Board.
No Proxy Solicitation. The Holders shall not, and shall not permit any affiliate of either Holder, at any time on or before the Exclusivity Expiration Date, to: (i) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with respect to a Prohibited Transaction or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Transaction (as approved by the board of directors of FGC), (ii) initiate a vote or action by written consent in lieu of a FGC Stockholders' Meeting, or (iii) become a member of a "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) with respect to any voting securities of FGC with respect to any matter or transaction described in this Section 4(a).
No Proxy Solicitation. The Shareholder will not, and will not permit any entity under its Control, to:
(a) solicit proxies, or become a participant in a solicitation in opposition to, or competition with the Proposed Transaction, the Arrangement Agreement or any transaction contemplated thereby; (b) initiate, assist, knowingly encourage or otherwise facilitate, any person, entity or group in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit Sphere or Cathedra in connection with the Proposed Transaction, the Arrangement Agreement or any transaction contemplated thereby; (c) act jointly or in concert with others with respect to voting securities of [Sphere/Cathedra] for the purpose of opposing or competing with [Sphere/Cathedra] in connection with the Proposed Transaction, the Arrangement Agreement or any transaction contemplated thereby; or (d) make, solicit, assist, initiate, knowingly encourage or otherwise facilitate, or continue to make, solicit, assist, initiate, knowingly encourage or otherwise facilitate, any inquiries, proposals or offers from any other Person (including any of its officers or employees) relating to any Acquisition Proposal or furnish to any Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing, or approve, accept, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, any Acquisition Proposal, provided there shall be no obligation pursuant to this clause if [Sphere/Cathedra], as applicable, is aware of the Acquisition Proposal and complies with its obligations under the Arrangement Agreement.
No Proxy Solicitation. From such time on or after closing of the Public Offering as HEA Beneficially Owns, less than a majority of the Company's outstanding Voting Stock, until such time as Hyundai Affiliates Beneficially Own in the aggregate less than 20% of the Company's outstanding shares of Voting Stock, Hyundai Affiliates will not engage in any proxy solicitation directed to holders of shares of the Company's Voting Stock, except in response to a proxy contest initiated by any third party. For purposes of this Section 2.2, "proxy solicitation" shall mean the making of any stockholder proposal or director nomination other than as provided in Section 2.3, or any solicitation of proxies for or against any proposal of management or regarding the election of directors.
No Proxy Solicitation. From the date hereof until the termination of this Agreement, the Shareholder will not, and will not permit any entity under its Control, to: (a) solicit proxies, or become a participant in a solicitation in opposition to, or competition with the Proposed Transaction or the Arrangement Agreement; (b) assist any person, entity or group in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit Staples in connection with the Proposed Transaction or the Arrangement Agreement; or (c) act jointly or in concert with others with respect to voting securities of PNI for the purpose of opposing or competing with Staples in connection with the Proposed Transaction or the Arrangement Agreement.
No Proxy Solicitation. (i) make, or in any way participate in, directly or indirectly, alone or in concert with others, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act, as in effect at the Effective Time) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to Search or any