No Solicitation by the Company; Company Board Recommendation. (a) The Company shall not, and shall cause its Affiliates and its and their respective directors, officers and employees and each of its and their respective investment bankers, accountants, attorneys and other advisors, agents or representatives (collectively, “Representatives”) not to, (i) directly or indirectly solicit, initiate or knowingly encourage, induce or facilitate any Company Takeover Proposal or any inquiry, discussion or proposal that may reasonably be expected to lead to a Company Takeover Proposal, (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making a Company Takeover Proposal) with respect to, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal or (iii) waive, terminate, modify, amend, release or assign any provisions of any confidentiality or standstill agreement (or similar agreement) to which it is a party or fail to enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement, including by obtaining an injunction to prevent any breach of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. The Company shall, and shall cause its Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing solicitation, discussions or negotiations with any Person conducted heretofore with respect to any Company Takeover Proposal, or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic dataroom access previously granted to any such Person or its Representatives.
No Solicitation by the Company; Company Board Recommendation. (a) The Company agrees that (i) it shall not, (ii) it shall cause the Company Subsidiaries and its and their respective directors, officers, employees not to, and (iii) it shall instruct, and shall use its reasonable best efforts to cause, its and the Company Subsidiaries’ accountants, consultants, legal counsel, financial advisors, agents and other representatives (collectively with the Company and the Company Subsidiaries’ respective directors, officers, employees, “Representatives” (for the avoidance of doubt, which definition may be applied to any other Person as if such Person were the Company)) not to, and shall not publicly announce any intention to, directly or indirectly: (A) solicit, initiate, knowingly encourage or knowingly facilitate any Alternative Proposal or any inquiry in respect thereof, (B) furnish information to or afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to any Person or any Person’s representatives in connection with any Alternative Proposal or inquiry in respect thereof, (C) enter into, continue or maintain discussions or negotiations with any Person or any Person’s representatives with respect to any Alternative Proposal or inquiry in respect thereof, (D) otherwise cooperate with or assist or participate in or knowingly facilitate any discussions or negotiations regarding, or furnish or cause to be furnished to any Person or Group any information with respect to, or take any other action to knowingly facilitate any inquiry regarding, or the making of any proposal that constitutes, or could be reasonably expected to result in, an Alternative Proposal, (E) approve, agree to, accept, endorse or recommend any Alternative Proposal or otherwise make any Adverse Recommendation Change or resolve to do so, (F) submit to a vote of its shareholders any Alternative Proposal, or (G) enter into any merger agreement, acquisition agreement, letter of intent or agreement in principle or any other agreement providing for, or related to, any Alternative Proposal (except for Acceptable Confidentiality Agreements entered into in accordance with Section 5.03(b)). Without limiting the foregoing, it is agreed that in the event any Representative of the Company takes any action, which, if taken by the Company, would constitute a breach of this Section 5.03(a), then the Company shall be deemed to be in breach of this Section 5.03(a).
No Solicitation by the Company; Company Board Recommendation. (a) From the date hereof until the earlier of the Effective Time or the date of the termination of this Agreement in accordance with Article VIII, the Company shall, and shall cause the Company Subsidiaries and its and their respective directors, officers, and employees and use its reasonable best efforts to cause its and their respective Representatives to, (i) immediately cease and cause to be terminated all discussions or negotiations with any Person conducted heretofore with respect to any Company Takeover Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to a Company Takeover Proposal, (ii) promptly (and in any event within 24 hours) request the prompt return or destruction of all confidential information previously furnished to any such Person or its Representatives and use reasonable best efforts to obtain the return or the destruction of such confidential information and (iii) immediately terminate all physical and electronic data room access previously granted to any such Person or its Representatives.
No Solicitation by the Company; Company Board Recommendation. (a) The Company shall not, and shall not authorize any of its Affiliates or any of its and their respective officers, directors, principals, partners, managers, members, attorneys, accountants, agents, employees, consultants, financial advisors or other authorized representatives (collectively, “Representatives”) to, (i) directly or indirectly solicit, initiate or knowingly encourage, induce or facilitate any Company Takeover Proposal or any inquiry or proposal that would reasonably be expected to lead to a Company Takeover Proposal, in each case, except for this Agreement and the transactions contemplated hereby, or (ii) directly or indirectly participate in any discussions or negotiations with any Person (except for the Company’s Affiliates and its
No Solicitation by the Company; Company Board Recommendation. (a) Except as expressly permitted by Section 5.04(c), Section 5.04(e) and Section 5.04(g), and except with respect to an Excluded Party (for so long as such Person or Group remains an Excluded Party), at the end of the Go Shop Period the Company shall, and shall cause each of the Company Subsidiaries, and its and their officers and directors, managers or equivalent, and shall use its commercially reasonable efforts to cause any other employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives of the Company or the Company Subsidiaries (such directors, managers, officers, employees, accountants, consultants, legal counsel, financial advisors (including the Company Financial Advisors), agents and other representatives, collectively, “Representatives”), to:
No Solicitation by the Company; Company Board Recommendation. (a) Except as expressly permitted by this Section 5.03, the Company shall, and shall cause each Company Subsidiary, and its and their officers, directors or managers, and shall instruct any employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) of the Company or the Company Subsidiaries, to:
No Solicitation by the Company; Company Board Recommendation
