Discussions with Third Parties Sample Clauses

Discussions with Third Parties. 5.1.1 Until the earlier of the Effective Time or the termination of this Agreement, Eldorado (a) shall not, and shall instruct its Representatives not to, solicit or encourage, directly or indirectly, inquiries or proposals with respect to any Strategic Transaction Proposal, and (b) except as expressly permitted by Section 5.1.2 or Section 5.1.3, shall not, and shall instruct its Representatives not to, furnish any non-public information relating to or participate in any negotiations, discussions or other activities concerning, any Strategic Transaction with any Person other than CSBI and Merger Sub. Eldorado shall notify CSBI promptly after any Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a Strategic Transaction Proposal are sought to be initiated (or continued) with, directly or indirectly, Eldorado or any of its Representatives, and shall disclose to CSBI the identity of the third party making or seeking to make such Strategic Transaction Proposal, the terms and conditions of such Strategic Transaction Proposal and such other information as CSBI reasonably may request; PROVIDED, HOWEVER, that if Eldorado receives a Strategic Transaction Proposal and the foregoing disclosure of such Proposal to CSBI would violate a confidentiality agreement by which Eldorado is bound, Eldorado (a) shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement, (b) shall return such Strategic Transaction Proposal to the initiating party without substantive response (together with, if so elected by Eldorado, a copy of this Section 5.1), and (c) to the extent such disclosure has not been made under clause (a), shall notify CSBI that a Strategic Transaction Proposal has been received and that the same has been returned to the initiating party without substantive response. Without limiting the foregoing, it is understood and agreed that any failure by any of Eldorado's Representatives to abide by the limitations set forth in this Section 5.1 shall constitute a breach of this Section 5.1 by Eldorado regardless of whether such Representative's actions were authorized by or purported to be undertaken on behalf of Eldorado.
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Discussions with Third Parties. During the term of this Agreement, Employee shall not, without the express prior approval of the Board of Directors of PHS, or the Chairman of the Board thereof, engage in any discussions with any third party relating to any transaction that would result in either the acquisition of PHS (by way of merger or otherwise) by a third party or the acquisition by a third party, other than in ordinary brokerage transactions or other than by a third party that is registered as an investment company under the Investment Company Act of 1940, as amended, of any shares of stock of PHS that are, for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, deemed to be beneficially owned by Employee. Nothing contained herein shall limit Employee from (a) engaging in any discussion with persons who are, and are acting in their capacity as, officers or directors of PHS, (b) engaging in discussions with a charitable organization with respect to unconditional and unrestricted gifts that he proposes to make to such charitable organization or (c) engaging in discussions with members of his family concerning gifts that he proposes to make to them.
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Discussions with Third Parties. Pharmacia has previously agreed to permit Nastech to contact and disclose to Third Parties Confidential Information of Nastech and certain Confidential Information of Pharmacia for purposes of exploring a potential acquisition, alliance, collaboration, co-development or licensing arrangement to ensure the continued development and prompt commercialization of the Licensed Product in the Field. Following the Execution Date, Nastech shall continue to have the right to contact Third Parties to discuss such a potential acquisition, alliance, collaboration, co-development or licensing arrangement; provided, however, that Nastech shall not execute any agreement in respect of any such arrangement unless the effectiveness of such agreement is expressly conditioned upon the occurrence of the Closing and the termination of the Collaboration and License Agreement pursuant to Section 9.1(a). Nastech may in such discussions disclose to such Third Parties Confidential Information of Nastech, and Confidential Information of Pharmacia relating to the Licensed Product, in each case to the extent Nastech reasonably concludes that such disclosure is necessary to enable such Third Parties to make a sufficient preliminary technical and commercial assessment of the Licensed Product; provided, however, that prior to any such disclosure, such Third Party must enter into with Nastech an agreement (a) imposing upon such Third Party obligations of confidentiality and non-use with respect to such Confidential Information that are substantially the same as those undertaken by Pharmacia and Nastech under the Collaboration and License Agreement and (b) providing that Pharmacia is a third-party beneficiary of such agreement until the Closing occurs, and if the Closing does not occur, indefinitely.
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Discussions with Third Parties. 4.1.1 Palomar and Community (a) shall not, and shall instruct and cause each of their Representatives not to, solicit or encourage, directly or indirectly, inquiries or proposals with respect to any Strategic Transaction Proposal, and, (b) shall not, and shall instruct and cause each of their Representatives not to, furnish any nonpublic information relating to or participate in any negotiations, discussions or other activities concerning, any Strategic Transaction with any Person other than Centennial. Palomar and Community shall notify Centennial promptly after any Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a Strategic Transaction Proposal are sought to be initiated with, directly or indirectly, Community or any of its Representatives, and shall disclose to Centennial the identity of the third party making or seeking to make such Strategic Transaction Proposal, the terms and conditions thereof and such other information as Centennial reasonably may request.
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Discussions with Third Parties. Seller and Parent will not, directly or indirectly, or permit the Companies, or any of their respective Affiliates, directors, officers, employees, representatives and agents to, solicit, encourage, initiate or pursue, directly or indirectly, any discussions or negotiations with, or furnish or cause to be furnished any information to any Persons, other than Buyer and its representatives, relating to or in connection with a sale or transfer of any interest in the Companies or any of their respective businesses. Seller and Parent will immediately cease and cause to be terminated any existing efforts, activities, discussions or negotiations with any Persons conducted heretofore.
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Discussions with Third Parties. 4.1.1 TNB (a) shall not, and shall instruct and cause each of its Representatives not to, solicit or encourage, directly or indirectly, inquiries or proposals with respect to any Strategic Transaction Proposal, and, (b) except as expressly permitted by Section 4.1.2, shall not, and shall instruct and cause each of its Representatives not to, furnish any non-public information relating to or participate in any negotiations, discussions or other activities concerning, any Strategic Transaction with any Person other than Sierra. TNB shall notify Sierra promptly after any Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a Strategic Transaction Proposal are sought to be initiated with, directly or indirectly, TNB or any of its Representatives, and shall disclose to Sierra the identity of the third party making or seeking to make such Strategic Transaction Proposal, the terms and conditions thereof and such other information as Sierra reasonably may request.
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Discussions with Third Parties. (a) Asiana (a) shall not, and shall instruct and cause each of its Representatives not to, solicit or encourage, directly or indirectly, inquiries or proposals with respect to any Strategic Transaction Proposal, and, (b) except as expressly permitted by Section 5.1(b), shall not, and shall instruct and cause each of its Representatives not to, furnish any non-public information relating to or participate in any negotiations, discussions or other activities concerning, any Strategic Transaction with any Person other than the Bank. Asiana shall notify the Bank promptly (and in any event within 24 hours) after any Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a Strategic Transaction Proposal are sought to be initiated with, directly or indirectly, Asiana or any of its Representatives, and shall disclose to the Bank the identity of the third party making or seeking to make such Strategic Transaction Proposal, the terms and conditions thereof and such other information as the Bank reasonably may request; provided, however, that if Asiana receives a Strategic Transaction Proposal and the foregoing disclosure of such Strategic Transaction Proposal to the Bank would violate a confidentiality agreement by which Asiana is bound, Asiana shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement. Asiana represents and warrants to the Bank that Asiana is not subject to any such confidentiality agreement.
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Discussions with Third Parties. If ROCHE does not exercise its Option Right, then EVOTEC may wish to sublicense the development and commercialization of the Compounds and Products. EVOTEC has the right to enter into non-binding business discussions with Third Parties prior to ROCHE exercising its Option Right so that EVOTEC may swiftly sublicense EVOTEC’s rights under this Agreement to one or more Third Parties, should ROCHE not exercise its Option Right. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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Discussions with Third Parties 
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Related to Discussions with Third Parties

  • Negotiations with Others From and after the date hereof unless and until this Agreement shall have terminated in accordance with its terms, the Stockholder will not, and will not permit Seller or any officer, director, employee or other Representative of Seller to, directly or indirectly (a) solicit, engage in discussions or engage in negotiations with any person (other than Buyer or any of its Affiliates) with respect to an Acquisition Proposal; (b) provide information to any person (other than Buyer or any of its Affiliates) in connection with an Acquisition Proposal; or (c) enter into any transaction with any person (other than Buyer or any of its Affiliates) with respect to an Acquisition Proposal. If the Stockholder, Seller or Representative receives any offer or proposal to enter into discussions or negotiations relating to any of the above, Seller or the Stockholder will immediately notify Buyer in writing as to the identity of the offeror or the party making any such proposal and the specific terms of such offer or proposal.

  • RELATIONS WITH TRUST Subject to and in accordance with the Master Trust Agreement and By-laws of the Trust and the Articles of Organization and By-laws of the Manager, it is understood that Trustees, officers, agents and shareholders of the Trust are or may be interested in the Manager (or any successor thereof) as directors, officers or otherwise, that directors, officers, agents and shareholders of the Manager (or any successor thereof) are or may be interested in the Trust as Trustees, officers, agents, shareholders or otherwise, that the Manager (or any such successor thereof) is or may be interested in the Trust as a shareholder or otherwise and that the effect of any such adverse interests shall be governed by said Master Trust Agreement, Articles of Organization and By-laws.

  • Transactions with Management In the table on the following page, describe any transaction (or series of similar transactions), during the Company’s last three Fiscal Years, or any currently proposed transaction (or series of similar transactions), to which the Company or any of its subsidiaries was or is to be a party, and in which you had or anyone in your immediate family has, a material direct or indirect financial interest. Identify the person(s) involved and state the nature of your or their interest in the transaction, the amount of the transaction and the amount of your or their interest in the transaction. (Attach a supplemental page if necessary.) Description of Transaction Persons Involved Nature of Interest Amount of Transaction Amount of Interest Question 10:

  • Transactions with Related Parties Enter into or be a party to any transaction or arrangement, including, without limitation, the purchase, sale lease or exchange of property or the rendering of any service, with any Related Party, except in the ordinary course of and pursuant to the reasonable requirements of the Borrower's or the applicable Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would obtain in a comparable arm's-length transaction with a Person not a Related Party.

  • Transactions with Interested Persons Except as set forth on Schedule 2.22 hereto, neither Seller, nor any shareholder, officer, supervisory employee or director of Seller or, to the knowledge of Seller or the Principal Shareholders, any of their respective spouses or family members owns directly or indirectly on an individual or joint basis any material interest in, or serves as an officer or director or in another similar capacity of, any competitor or supplier of Seller, or any organization which has a material contract or arrangement with Seller.

  • Communications with Shareholders Any notices, reports, statements, or communications with Shareholders of any kind required under this Declaration, including any such communications with Shareholders or their counsel or other representatives required under Section 9.8 hereof, or otherwise made by the Trust or its agents on behalf of the Trust shall be governed by the provisions pertaining thereto in the Bylaws.

  • Transactions with Insiders So long as the Note is outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement relating to the sale, transfer or assignment of any of the Company’s tangible or intangible assets with any of its Insiders (as defined below)(or any persons who were Insiders at any time during the previous two (2) years), or any Affiliates (as defined below) thereof, or with any individual related by blood, marriage, or adoption to any such individual. Affiliate for purposes of this Section 9(r) means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “Controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. For purposes hereof, “Insiders” shall mean any officer, director or manager of the Company, including but not limited to the Company’s president, chief executive officer, chief financial officer and chief operations officer, and any of their affiliates or family members.

  • Transactions with the Company Subject to any limitations set forth in this Agreement and with the prior approval of the Manager, a Member may lend money to and transact other business with the Company. Subject to other applicable law, such Member has the same rights and obligations with respect thereto as a Person who is not a Member.

  • AFFILIATIONS WITH OBLIGOR If the obligor is an affiliate of the trustee, describe each such affiliation. None.

  • Transactions with Related Persons Directly or indirectly enter into any transaction with or for the benefit of a Related Person on terms more favorable to the Related Person than would have been obtainable in an “arms’ length” dealing.

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