Common use of Third Party Standstill Agreements Clause in Contracts

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Smith & Nephew Holdings Inc), Agreement and Plan of Merger (Lowrance Electronics Inc), Agreement and Plan of Merger (General Electric Co)

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Third Party Standstill Agreements. During the period from the date of this Agreement through until the Effective TimeTime or earlier termination of this Agreement, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement relating to the making of a Takeover Proposal to which the Company or any of its Subsidiaries it is a party (other than any involving ParentParent or its Subsidiaries). During such period, the Company agrees to use all reasonable efforts to enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreements, including, but not limited to, obtaining including seeking injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 3 contracts

Samples: Agreement and Plan of Restructuring and Merger (Kellogg Co), Agreement and Plan of Restructuring and Merger (Flowers Industries Inc /Ga), Agreement and Plan of Restructuring and Merger (Keebler Foods Co)

Third Party Standstill Agreements. During the period from the date of this Agreement through until the Effective TimeTime or earlier termination of this Agreement, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company it or any of its Subsidiaries is a party (other than any involving Parent-42- Tribune or its Subsidiaries). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreements, including, but not limited to, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Tribune Co), Agreement and Plan of Merger (Stinehart William Jr), Agreement and Plan of Merger (Stinehart William Jr)

Third Party Standstill Agreements. During the period from the date hereof until the Effective Time or earlier termination of this Agreement through the Effective TimeAgreement, neither the Company nor Parent shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company Company, Parent or any of its their respective Subsidiaries is a party (other than any involving Parent)party. During such period, each of the Company and Parent agrees to enforce, to the fullest extent permitted under applicable lawLaw, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Delta Beverage Group Inc), Agreement and Plan of Merger (Whitman Corp/New/)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest 39 extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Imatron Inc)

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Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, and unless the Company Board determines in good faith, based upon the advice of the Company's outside legal counsel, that such action is required to comply with applicable law, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill or similar agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During Subject to the foregoing, during such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining including seeking to obtain injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in and any court of the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Technical Olympic Usa Inc)

Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any material provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent)party. During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining seeking injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any a court of in the United States or any state thereof having jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rockshox Inc)

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