No Shop Obligations of Each Stockholder Sample Clauses

No Shop Obligations of Each Stockholder. (a) From the date of this Agreement until the earlier of Effective Time or the termination of this Agreement in accordance with its terms, each Stockholder agrees that such Stockholder and its, his or her controlled Affiliates (excluding Rook and its Subsidiaries) shall not, and shall not authorize or permit any of its, his or her or their respective Representatives to, directly or indirectly, (i) solicit, initiate or knowingly encourage, induce or facilitate any Rook Acquisition Proposal or any inquiry, proposal or offer that may reasonably be expected to lead to a Rook Acquisition Proposal, (ii) furnish any nonpublic information regarding Rook or any of its Subsidiaries or afford access to the business, properties, assets, books or records of Rook or any of its Subsidiaries to, or otherwise cooperate in any way with, any Person that is reasonably expected to make, or is otherwise seeking to make, or has made, a Rook Acquisition Proposal, or (iii) participate in any discussions (provided, however, a Stockholder may refer Persons to the filings with the SEC to which this Agreement is filed as an exhibit) or negotiations with any Person regarding a Rook Acquisition Proposal. Notwithstanding the foregoing, to the extent that Rook is permitted to engage in any of the foregoing activities pursuant to Section 5.2(b) of the Merger Agreement, each Stockholder, its, his or her controlled Affiliates and its, his or her or their respective Representatives may (A) participate in such activities, provided that such action by such Stockholder, its, his or her controlled Affiliates and its, his or her or their respective Representatives would be permitted to be taken by Rook pursuant to Section 5.2(b) of the Merger Agreement and (B) engage in discussions regarding the potential terms of any voting, stockholders, employment or consulting agreement (or other similar agreements) with any Person that has made a Rook Acquisition Proposal.
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No Shop Obligations of Each Stockholder. Each Stockholder agrees that, during the Voting Period, such Stockholder and its, his or her controlled Affiliates (excluding Trolley and its Subsidiaries) shall not, and shall not authorize or permit any of its, his or her Representatives (it being understood that, for purposes hereof, a Representative of Trolley or its Subsidiaries shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of Trolley and not as an officer, director or employee of Trolley) to, directly or indirectly, (i) solicit, initiate or knowingly encourage or knowingly facilitate any inquiry, proposal or offer which constitutes, or would reasonably be expected to lead to, a Company Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (other than Samson, its Affiliates and their respective Representatives) any nonpublic information relating to Trolley and its Subsidiaries, in connection with any Company Acquisition Proposal, (iii) approve enter into any letter of intent, merger agreement or other similar agreement providing for a Company Acquisition Proposal or (iv) resolve or agree to do any of the foregoing; provided, that each Stockholder and its controlled Affiliates and Representatives shall be permitted to take any actions that a Representative of Trolley or Trolley is permitted to take under Section 7.3 of the Merger Agreement.
Sample 1
No Shop Obligations of Each Stockholder. During the Voting Period, each Stockholder agrees that such Stockholder shall not, and that such Stockholder shall use its reasonable best efforts to cause the Representatives of such Stockholder to not, directly or indirectly, (a) solicit, encourage or initiate any inquiry, proposal or offer from any Person (other than Parent and Merger Sub) relating to an Acquisition Proposal; (b) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than Parent and Merger Sub) relating to or in connection with an Acquisition Proposal; (c) approve, recommend or accept any proposal or offer from any Person (other than Parent and Merger Sub) relating to an Acquisition Proposal; or (d) enter into any letter of intent or any other agreement, arrangement or understanding relating in any respect to an Acquisition Proposal.
Sample 1

Related to No Shop Obligations of Each Stockholder

  • Obligations of the Holder a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify Holder in writing of the information the Company requires from Holder. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Holder that Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement.

  • Obligations of Employee The employee must give a minimum of three months written notice to the employer prior to the expected dated of delivery. Such notice shall contain a certificate from their medical practitioner or LMC stipulating that the employee or the employee’s partner is pregnant and the expected date of delivery. The notice shall also stipulate the period for which the employee is seeking to take as leave. If the employee is adopting a child whose age is less than five then the employee must notify the employer of such and their intention to take parental leave within fourteen days of receiving notification of the adoption or placement of the child to them. Note: this does not require the employee to give a minimum notice of their intention. Notice of actual placement and the need to commence parental leave may be less than two weeks. In both such instances the employee must provide the date of delivery or adoption and the period for which the employee is seeking to take as leave. Date of return that he or she intends to return to their employment. Generally, any early return to workplace or any change to the terms and conditions of employment on the return to workforce must be with the agreement of both employer and employee.

  • Obligations of Employer Within 3 weeks of receiving an application for parental leave the employer notify in writing the employee of their entitlement to parental leave and whether their position will be kept open. Subject to the position not being both a key position and one it which is not practical to employ someone on a fixed term agreement as a replacement then the employer shall keep the employee’s position open for them on their return to work. Recognise the employee’s service as being continuous on their return to work. Ensure the employee’s terms and conditions remain the same.

  • Obligations of Company Unconditional Nothing contained in this Article Eight or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Holder of any Security or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Eight of the holders of the Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Without limiting the generality of the foregoing, nothing contained in this Article Eight shall restrict the right of the Trustee or the Holders of Securities to take any action to declare the Securities to be due and payable prior to their stated maturity pursuant to Section 6.01 or to pursue any rights or remedies hereunder; provided, however, that all Senior Indebtedness then due and payable shall first be paid in full in cash before the Holders of the Securities or the Trustee are entitled to receive any direct or indirect payment from the Company of principal of or interest on the Securities.

  • Obligations of Parent Whenever required under this Article 2 to effect the registration of any Registrable Securities, Parent shall, as expeditiously as reasonably possible:

  • Obligations of the Employee Except on behalf of the Employer, the Employee agrees (a) to hold Company Information in strictest confidence, and (b) not to use, duplicate, reproduce, distribute, disclose or otherwise disseminate Company Information or any physical embodiments thereof and may in no event take any action causing or fail to take any action necessary in order to prevent any Company Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret. In the event that the Employee is required by law to disclose any Company Information, the Employee will not make such disclosure unless (and then only to the extent that) such disclosure is required by law and then only after prior written notice is given to the Employer when the Employee becomes aware that such disclosure has been requested and is required by law. This Section 5 will survive the termination of this Agreement with respect to Confidential Information for so long as it remains Confidential Information, but for no longer than three (3) years following termination of this Agreement, and this Section 5 will survive termination of this Agreement with respect to Trade Secrets for so long as is permitted by the then-current Maryland Trade Secrets Act.

  • Obligations of the Purchaser 4.1 PURCHASER must pay a Reservation Deposit in the amount of R10 000.00 (Ten Thousand Rand) (hereinafter referred to as the "Reservation Deposit") into the trust account of the transferring attorney.

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