Stockholder Solicitation Sample Clauses

Stockholder Solicitation. For so long as Seller, Founder or any of their respective Affiliates, heirs, successors or assigns, owns any interest in Parent, none of Seller, Founder or any of their respective Affiliates, heirs, successors or assigns shall, and each shall cause their Affiliates not to: (a) directly or indirectly initiate, solicit, seek, knowingly encourage, or knowingly facilitate the making of, any submission or announcement of a matter or proposal (a “Proposal”) at a meeting of Parent’s stockholders, or that constitutes, or could reasonably be expected to lead to, any Proposal, (b) solicit proxies with respect to a Proposal, or (c) initiate a stockholders' vote or action by written consent of Parent’s stockholders with respect to a Proposal, unless and until such Proposal has been recommended for stockholder approval by Parent’s board of directors. Nothing in this provision shall limit any right Seller or Founder have, if applicable, from voting on proposals or matters properly brought before the stockholders of the Parent at an annual or special meeting of the stockholders.
Sample 1
AutoNDA by SimpleDocs
Stockholder Solicitation. (a) Immediately following the execution of this Agreement, the Company shall solicit the written consent from all of the Company Stockholders in the form of the Stockholder Written
Sample 1
Stockholder Solicitation. 25 (k) Stock Option Agreements.............................................25 (l) Funded Indebtedness.................................................25 6. CONDITIONS TO OBLIGATIONS OF THE PURCHASERS................................26 (a) Representations and Warranties......................................26 (b) Performance.........................................................26 (c) Absence of Litigation...............................................26 (d) Opinion of Counsel to the Company and Subsidiaries..................26 (e) Consents............................................................27 (f) Assignment of Intellectual Property.................................27 (g) Contemporaneous Transactions........................................27 (h) Closing Papers......................................................28 (i) Absence of Material Adverse Effect..................................28 (j) Proceedings.........................................................28 (k) Legends.............................................................29 (l) Private Equity Fee..................................................29
Sample 1
Stockholder Solicitation. On the date hereof, the Company shall provide proper notice pursuant to the Existing Stockholders Agreement to its stockholders party thereto regarding such stockholders' preemptive right to purchase Shares under, and as a result of the transactions contemplated by, this Agreement and soliciting each such stockholder's agreement to enter into the Restated Stockholders Agreement. The Company shall use its reasonable best efforts to obtain each such stockholder's execution and delivery of the Restated Stockholders Agreement during the Stockholder Solicitation Period. All documents delivered to such stockholders shall be subject to the prior review and approval (not to be unreasonably withheld) of UBS.
Sample 1

Related to Stockholder Solicitation

  • Employee Solicitation Executive will not hire, employ, recruit or solicit any UnitedHealth Group employee or consultant.

  • Non-Solicitation Executive agrees that during the period of employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.

  • Non-Competition/Solicitation To the Company’s knowledge, no Respondent is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect such Respondent’s ability to be and act in the capacity of a director or officer of the Company, as applicable.

  • No Solicitation (a) Prior to the Expiration Date, each Shareholder (in its capacity as a shareholder of the Company) shall not, and shall cause (if applicable) each of its Affiliates and its and their respective directors, officers or employees not to, and shall use its reasonable best efforts to cause its and their other Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly encourage, or knowingly facilitate any Acquisition Proposal or any inquiry, expression of interest, proposal, offer or request for information that would reasonably be expected to lead to or result in an Acquisition Proposal, or the making or consummation thereof, (ii) other than to inform any Person of the existence of the provisions contained in this Section 2.1, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information in connection with, or enter into any Contract or other agreement or understanding with respect to, any Acquisition Proposal or any inquiry, expression of interest, proposal, offer or request for information that would reasonably be expected to lead to or result in an Acquisition Proposal, or (iii) resolve or agree to do any of the foregoing; provided that nothing herein shall prohibit any Shareholder or any of its Affiliates or Representatives from participating in any discussions or negotiations with respect to such Shareholder’s willingness to enter into a voting agreement in connection with an Acquisition Proposal to the extent that the Company becomes permitted to take the actions set forth in clause (i) and clause (ii) of Section 5.02(b) of the Merger Agreement with respect to such Acquisition Proposal. Other than subject to the proviso in the foregoing sentence, from and after the execution of this Agreement, each Shareholder shall, and shall cause (if applicable) each of its Affiliates and direct its and their respective Representatives to immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or any inquiry, expression of interest, proposal, offer or request for information that would reasonably be expected to lead to or result in an Acquisition Proposal.

  • Non-Solicitation/Non-Compete Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of the Bank, either directly or indirectly:

  • Non-Competition; Non-Solicitation Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:

  • Non-Solicitation; Non-Competition (a) Executive agrees that, during the Term and until nine (9) months after the termination of his employment, Executive will not, directly or indirectly, including on behalf of any person, firm or other entity, employ or actively solicit for employment any employee of the Company or any of its Affiliated Entities, or anyone who was an employee of the Company or any of its Affiliated Entities within the nine (9) months prior to the termination of Executive’s employment, or induce any such employee to terminate his or his employment with the Company or any of its Affiliated Entities.

Time is Money Join Law Insider Premium to draft better contracts faster.