Conduct Following No-Shop Period Start Date Sample Clauses

Conduct Following No-Shop Period Start Date. Notwithstanding anything in this Agreement to the contrary but subject to the last sentence of this Section 6.2(c), at any time following the No-Shop Period Start Date and prior to the Acceptance Time, if the Company receives an Acquisition Proposal from any Person or group of Persons that did not result from a material breach of this Section 6.2 (i) the Company and its Representatives may contact such Person or group of Persons solely to clarify the terms and conditions thereof, (ii) the Company and its Representatives may provide non-public information and data concerning the Company and the Company Subsidiaries to such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if the Company first receives from such Person an executed Acceptable Confidentiality Agreement; provided that the Company shall promptly make available to Parent and Merger Sub (through an electronic data site or otherwise), prior to or concurrently with providing such information to any such Person(s), any non-public information concerning the Company or its Subsidiaries that the Company made available to any such Person or group of Persons and their Representatives and their prospective equity and debt financing sources if such information was not previously made available to Parent or Merger Sub, and (iii) the Company and its Representatives may engage or participate in any discussions or negotiations with such Person regarding such Acquisition Proposal, if prior to taking any action described in clauses (ii) or (iii) above, (x) such Person first executes an Acceptable Confidentiality Agreement with the Company and the Company Board of Directors determines in good faith (after consultation with its financial advisor and outside counsel) that (A) the failure to take such action would be inconsistent with the Company directors’ fiduciary duties under Applicable Law and (B) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal, (y) the Company provides prompt notice to Parent of each such determination by the Company’s Board of Directors and of its intent to provide such information or engage in such negotiations or discussions and (z) such Acquisition Proposal did not result from a material breach of this Section 6.2. For the avoidance of doubt, notwithstanding the occurrence of the No-Shop Period Start Date, the Company may continue to engage in the acti...
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Conduct Following No-Shop Period Start Date. Notwithstanding anything to the contrary contained in Section 6.2(b) or any other provisions of this Agreement, at any time following the No-Shop Period Start Date and prior to, but not after, the Acceptance Time, (i) if the Company is in receipt of a written Acquisition Proposal from any Person, the Company and its Representatives may contact such Person to clarify the terms and conditions thereof, and (ii) if the Company has received a bona fide, written Acquisition Proposal from a third-party that did not result from a material breach of this Section 6.2, and the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, then the Company may (A) furnish information with respect to the Company and its Subsidiaries to the person making such Acquisition Proposal pursuant to an Acceptable Confidentiality Agreement and the other restrictions imposed by Section 6.2(a) related to the sharing of information, or (B) engage in discussions or negotiations with the person making such Acquisition Proposal regarding such Acquisition Proposal.
Sample 1
Conduct Following No-Shop Period Start Date. Notwithstanding anything to the contrary contained in Section 7.5(b), if at any time following the No-Shop Period Start Date and prior to, but not after, the Acceptance Time, the Company Board may, in response to unsolicited bona fide, written Acquisition Proposal which did not result from or arise in connection with a breach (or the making thereof causes a breach) of Section 7.5(b) (i) furnish nonpublic information to any Third Party making such an Acquisition Proposal (provided, however, that (1) prior to so furnishing such information, the Company receives from the Third Party an executed Acceptable Confidentiality Agreement and (2) any such information that has not been provided to Parent or Merger Sub shall be provided to Parent or Merger Sub as promptly as reasonably practicable after it is provided to such Third Party), and (ii) engage in discussions or negotiations with such Third Party with respect to such Acquisition Proposal only if and after: (x) the Company Board determines in good faith, after consultation with its financial and legal advisors, that the unsolicited bona fide, written Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal, and (y) the Company Board determines in good faith, after consultation with legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law. Prior to taking any of the actions referred to in this Section 7.5(c), the Company shall notify Parent and Merger Sub orally and in writing that it proposes to furnish non-public information and/or enter into discussions or negotiations as provided in this Section 7.5(c).
Sample 1

Related to Conduct Following No-Shop Period Start Date

  • Service Commencement Date The date the Transmission Provider begins to provide service pursuant to the terms of an executed Service Agreement, or the date the Transmission Provider begins to provide service in accordance with Section 15.3 or Section 29.1 under the Tariff.

  • Start Date The parental leave must begin no later than 52 weeks after the day the child is born or comes into the custody, care and control of the parent for the first time for provincially or federally regulated employees. The parental leave of an employee who takes a pregnancy leave must begin when the pregnancy leave ends unless the child has not yet come into the care and control of the parent for the first time.

  • Term Commencement Date The term of this Agreement shall commence on , 2020 (the “Commencement Date”) and, unless earlier terminated in accordance with the terms of this Agreement, shall end on June 30, 2055 (the “Term”).

  • Commercial Operation Date 6.4.1 The SPV shall ensure that the Project Commercial Operation Date is achieved on or prior to the Scheduled Commercial Operation Date. The SPV shall provide a written notice to MSEDCL at least 30 (thirty) days in advance intimating MSEDCL of the proposed date on which the Commercial Operation Date of a Unit or the Project is proposed to be achieved.

  • Lease Commencement Date The earlier to occur of (i) the date upon which Tenant first commences to conduct business in the Premises, and (ii) sixty (60) days following the date of delivery of the Premises from Landlord to Tenant, which delivery date is anticipated to be May 1, 2002, as such date may be adjusted pursuant to the Tenant Work Letter attached hereto as Exhibit B.

  • Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.

  • Listing Period Extension The Commission shall be due if the Property is sold, conveyed, exchanged, optioned, or otherwise transferred within _ _ days (“Extension Period”) after the expiration of the Listing Period to anyone with whom the Broker or Agency has negotiated unless the Property is listed, in good faith, with another real estate agency. The term “negotiation” shall include providing information about the Property, showing the Property, or presenting an offer on the Property. All rights under this Section shall terminate upon the expiration of the Extension Period.

  • DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall be: (Check one of the following boxes.) [ « » ] The date of this Agreement. [ « » ] A date set forth in a notice to proceed issued by the Owner. [ « » ] Established as follows: (Insert a date or a means to determine the date of commencement of the Work.) « » If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement.

  • COMMENCEMENT/EXPIRATION DATE This instrument is executed as of the date of last signature and is effective for five years from that date, at which time it will expire unless extended.

  • Completion Date The Work under this Contract shall be completed by midnight of the date required in the Contract as the Material Completion and Occupancy Date unless extended by approved requests for extension of time.

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