Grouped Into 19 Collections of Similar Clauses From Business Contracts
This page contains No Solicitation clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
No Solicitation. Subject to Section 10, Stockholder shall not, and shall use its reasonable best efforts to cause its Representatives not to: (a) directly or indirectly solicit, seek, initiate, knowingly encourage, or knowingly facilitate any inquiries regarding, or the making of, any submission or announcement of a proposal or offer that constitutes, or could reasonably be expected to lead to, any Takeover Proposal; (b) directly or indirectly engage in, continue, or otherwise participate in any discussions or n...egotiations regarding, or furnish or afford access to any other Person any information in connection with or for the purpose of encouraging or facilitating, any proposal or offer that constitutes, or could reasonably be expected to lead to, any Takeover Proposal; (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, or similar arrangement with respect to a Takeover Proposal; (d) solicit proxies with respect to a Takeover Proposal (other than the Merger and the Merger Agreement) or otherwise encourage or assist any Person in taking or planning any action that could reasonably be expected to compete with, restrain, or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement; or (e) initiate a stockholders' vote or action by written consent of the Company's stockholders with respect to a Takeover Proposal. 3 10. No Agreement as Director or Officer. Stockholder makes no agreement or understanding in this Agreement in Stockholder's capacity as a director or officer of the Company or any of its subsidiaries (if Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Stockholder in stockholder's capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit, or restrict Stockholder from exercising Stockholder's fiduciary duties as an officer or director to the Company or its stockholders.View More
No Solicitation. Subject to Section 10, Stockholder shall not, and shall use its it reasonable best efforts to cause its Representatives not to: (a) directly or indirectly solicit, seek, initiate, knowingly encourage, or knowingly facilitate any inquiries regarding, or the making of, any submission or announcement of a proposal or offer that constitutes, or could reasonably be expected to lead to, any Takeover Proposal; (b) directly or indirectly engage in, continue, or otherwise participate in any discussions o...r negotiations regarding, or furnish or afford access to any other Person any information in connection with or for the purpose of encouraging or facilitating, any proposal or offer that constitutes, or could reasonably be expected to lead to, any Takeover Proposal; (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, or similar arrangement with respect to a Takeover Proposal; (d) solicit proxies with respect to a Takeover Proposal (other than the Merger and the Merger Agreement) or otherwise encourage or assist any Person in taking or planning any action that could reasonably be expected to compete with, restrain, or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement; or (e) initiate a stockholders' vote or action by written consent of the Company's stockholders with respect to a Takeover Proposal. 3 10. No Agreement as Director or Officer. Stockholder makes no agreement or understanding in this Agreement in Stockholder's capacity as a director or officer of the Company or any of its subsidiaries (if Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Stockholder in stockholder's capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit, or restrict Stockholder from exercising Stockholder's fiduciary duties as an officer or director to the Company or its stockholders.View More
No Solicitation. Subject to Section 10, Stockholder agrees that he shall not, and shall use its reasonable best efforts to cause its his Affiliates and Representatives not to: (a) directly or indirectly solicit, seek, initiate, knowingly encourage, or knowingly facilitate any inquiries regarding, or the making of, any submission or announcement of a proposal or offer that constitutes, or could reasonably be expected to lead to, any Takeover Proposal; (b) directly or indirectly engage in, continue, or otherwise p...articipate in any discussions or negotiations regarding, or furnish or afford access to any other Person any information in connection with or for the purpose of encouraging or facilitating, any proposal or offer that constitutes, or could reasonably be expected to lead to, any Takeover Proposal; (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, or similar arrangement with respect to a Takeover takeover Proposal; (d) solicit proxies with respect to a Takeover Proposal (other than the Merger and the Merger Agreement) or otherwise encourage or assist any Person in taking or planning any action that could reasonably be expected to compete with, restrain, or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement; or (e) initiate a stockholders' vote or action by written consent of the Company's Parent's stockholders with respect to a Takeover Proposal. 3 10. Notwithstanding the foregoing, Stockholder may (and may permit his Affiliates to) participate in discussions and negotiations with any Person making a Takeover Proposal with respect to such Takeover Proposal if: (i) Parent is engaging in discussions or negotiations with such Person in accordance with Section 5.04 of the Merger Agreement; and (ii) Stockholder's negotiations and discussions are in conjunction with and ancillary to the Parent's discussions and negotiations. Notwithstanding Section 11, the Stockholder shall promptly notify the Company of (A) the receipt by Parent of any Takeover Proposal after the execution of this Agreement, (B) any inquiry, proposal, offer or request for information with respect to, or that could reasonably be expected to result in, or lead to, a Takeover Proposal, or (C) any discussions or negotiations sought to be initiated or continued with the Stockholder, Parent, any of its subsidiaries or its or their Representatives concerning a Takeover Proposal, which notice shall include a summary of the material terms and conditions of any such proposal or offer regarding a Takeover Proposal of Parent, including any financial and other terms thereof, in each case including any modifications thereto. 5 11. No Agreement as Director or Officer. Stockholder makes no agreement or understanding in this Agreement in Stockholder's capacity as a director or officer of the Company or any of its subsidiaries (if Stockholder holds such office), and nothing in this Agreement: (a) will limit limit, restrict or affect any actions or omissions taken by Stockholder in stockholder's Stockholder's capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit, or restrict Stockholder from exercising Stockholder's fiduciary duties as an officer or director to the Company or its stockholders. of Parent. View More
No Solicitation. Subject to Section 10, Stockholder agrees that he shall not, and shall use its reasonable best efforts to cause its his Affiliates and Representatives not to: (a) directly or indirectly solicit, seek, initiate, knowingly encourage, or knowingly facilitate any inquiries regarding, or the making of, any submission or announcement of a proposal or offer that constitutes, or could reasonably be expected to lead to, any Takeover Proposal; (b) directly or indirectly engage in, continue, or otherwise p...articipate in any discussions or negotiations regarding, or furnish or afford access to any other Person any information in connection with or for the purpose of encouraging or facilitating, any proposal or offer that constitutes, or could reasonably be expected to lead to, any Takeover Proposal; (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, or similar arrangement with respect to a Takeover takeover Proposal; (d) solicit proxies with respect to a Takeover Proposal (other than the Merger and the Merger Agreement) or otherwise encourage or assist any Person in taking or planning any action that could reasonably be expected to compete with, restrain, or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement; or (e) initiate a stockholders' vote or action by written consent of the Company's Parent's stockholders with respect to a Takeover Proposal. 3 10. Notwithstanding the foregoing, Stockholder may (and may permit his Affiliates to) participate in discussions and negotiations with any Person making a Takeover Proposal with respect to such Takeover Proposal if: (i) Parent is engaging in discussions or negotiations with such Person in accordance with Section 5.04 of the Merger Agreement; and (ii) Stockholder's negotiations and discussions are in conjunction with and ancillary to the Parent's discussions and negotiations. Notwithstanding Section 11, the Stockholder shall promptly notify the Company of (A) the receipt by Parent of any Takeover Proposal after the execution of this Agreement, (B) any inquiry, proposal, offer or request for information with respect to, or that could reasonably be expected to result in, or lead to, a Takeover Proposal, or (C) any discussions or negotiations sought to be initiated or continued with the Stockholder, Parent, any of its subsidiaries or its or their Representatives concerning a Takeover Proposal, which notice shall include a summary of the material terms and conditions of any such proposal or offer regarding a Takeover Proposal of Parent, including any financial and other terms thereof, in each case including any modifications thereto. 5 11. No Agreement as Director or Officer. Stockholder makes no agreement or understanding in this Agreement in Stockholder's capacity as a director or officer of the Company or any of its subsidiaries (if Stockholder holds such office), and nothing in this Agreement: (a) will limit limit, restrict or affect any actions or omissions taken by Stockholder in stockholder's Stockholder's capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit, or restrict Stockholder from exercising Stockholder's fiduciary duties as an officer or director to the Company or its stockholders. of Parent. View More
No Solicitation. From and after the date hereof until the Expiration Date, the Shareholder, in his capacity as a shareholder of the Company, shall not, nor shall such Shareholder authorize any advisor or representative of, such Shareholder or any of his Affiliates, other than the Company in accordance with the terms of the Merger Agreement, to (and, to the extent applicable to the Shareholder, such Shareholder shall use reasonable best efforts to prevent any of his advisors or representatives or Affiliates, othe...r than the Company in accordance with the terms of the Merger Agreement, to) (a) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (b) participate in any discussions or negotiations regarding any Acquisition Proposal, or furnish, or otherwise afford access, to any person (other than Buyer) any information or data with respect to the Company or any of its Subsidiaries or otherwise relating to an Acquisition Proposal, (c) enter into any agreement, agreement in principle or letter of intent with respect to an Acquisition Proposal, (d) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (e) initiate a shareholders' vote or action by consent of the Company's shareholders with respect to an Acquisition Proposal, or (f) except by reason of this Agreement, become a member of a "group" (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company that takes any action in support of an Acquisition Proposal.View More
No Solicitation. From and after the date hereof until the Expiration Date, the Shareholder, Stockholder, in his his, her or its capacity as a shareholder stockholder of the Company, shall not, nor shall such Shareholder Stockholder in such capacity authorize any partner, officer, director, advisor or representative of, such Shareholder Stockholder or any of his Affiliates, his, her or its affiliates, other than the Company in accordance with the terms of the Merger Agreement, to (and, to the extent applicable to... the Shareholder, Stockholder, such Shareholder Stockholder shall use reasonable best efforts to prevent any of his advisors his, her or its representatives or Affiliates, affiliates, other than the Company in accordance with the terms of the Merger Agreement, to) to (a) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (b) participate in any discussions or negotiations regarding any Acquisition Proposal, or furnish, or otherwise afford access, to any person (other than Buyer) any information or data with respect to the Company or any of its Subsidiaries Subsidiary or otherwise relating to an Acquisition Proposal, (c) enter into any agreement, agreement in principle or letter of intent with respect to an Acquisition Proposal, (d) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (e) initiate a shareholders' stockholders' vote or action by consent of the Company's shareholders stockholders with respect to an Acquisition Proposal, or (f) except by reason of this Agreement, become a member of a "group" (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company that takes any action in support of an Acquisition Proposal. 3 6. Specific Enforcement. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof or was otherwise breached. It is accordingly agreed that the parties shall be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, in any state or federal court located in the Commonwealth of Pennsylvania, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived. View More
No Solicitation. From and after the date hereof until the Expiration Date, the Shareholder, in his his, her or its capacity as a shareholder of the Company, shall not, nor shall such Shareholder authorize any partner, officer, director, advisor or representative of, such Shareholder or any of his Affiliates, his, her or its affiliates, other than the Company in accordance with the terms of the Merger Agreement, to (and, to the extent applicable to the Shareholder, such Shareholder shall use reasonable best effor...ts to prevent any of his advisors his, her or its representatives or Affiliates, affiliates, other than the Company in accordance with the terms of the Merger Agreement, to) to (a) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (b) participate in any discussions or negotiations regarding any Acquisition Proposal, or furnish, or otherwise afford access, to any person (other than Buyer) any information or data with respect to the Company or any of its Subsidiaries or otherwise relating to an Acquisition Proposal, (c) enter into any agreement, agreement in principle or letter of intent with respect to an Acquisition Proposal, (d) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (e) initiate a shareholders' vote or action by consent of the Company's shareholders with respect to an Acquisition Proposal, or (f) except by reason of this Agreement, become a member of a "group" (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company that takes any action in support of an Acquisition Proposal. 3 6. Specific Enforcement. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof or was otherwise breached. It is accordingly agreed that the parties shall be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, in any state or federal court located in the State ofMaine, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived. View More
No Solicitation. From and after the date hereof until the Expiration Date, the Shareholder, in his his, her or its capacity as a shareholder of the Company, shall not, nor shall such Shareholder authorize any partner, officer, director, advisor or representative of, such Shareholder or any of his Affiliates, his, her or its affiliates, other than the Company in accordance with the terms of the Merger Agreement, to (and, to the extent applicable to the Shareholder, such Shareholder shall use reasonable best effor...ts to prevent any of his advisors his, her or its representatives or Affiliates, affiliates, other than the Company in accordance with the terms of the Merger Agreement, to) to (a) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (b) participate in any discussions or negotiations regarding any Acquisition Proposal, or furnish, or otherwise afford access, to any person (other than Buyer) any information or data with respect to the Company or any of its Subsidiaries or otherwise relating to an Acquisition Proposal, (c) enter into any agreement, agreement in principle or letter of intent with respect to an Acquisition Proposal, (d) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (e) initiate a shareholders' vote or action by consent of the Company's shareholders with respect to an Acquisition Proposal, or (f) except by reason of this Agreement, become a member of a "group" (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company that takes any action in support of an Acquisition Proposal. 3 6. Specific Enforcement. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof or was otherwise breached. It is accordingly agreed that the parties shall be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, in a Massachusetts Court (as defined in Section 15 below), in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived. View More
No Solicitation. Employee agrees that he will not, during his employment with Employer, and for one (1) year thereafter, encourage or solicit any other employee of Employer to terminate his or her employment for any reason, nor will he assist others to do so. 8.2 No Solicitation of Customer. Employee agrees that he will not, during his employment with Employer, and for two (2) years thereafter, directly or indirectly, utilize any company information protected under the Confidentiality Agreement to solicit any cl...ient or customer of Employer known to him with respect to any business, products or services that are competitive to the products or services offered by Employer, or under development as of the date of the termination of Employee's employment with Employer for any reason.View More
No Solicitation. Employee agrees that he will not, during his employment with Employer, the Company, and for one (1) year two (2) years thereafter, encourage or solicit any other employee of Employer the Company to terminate his or her employment for any reason, nor will he assist others to do so. 8.2 so (provided however that former Company employees and/or Company employees responding to general ads or solicitations shall not be covered by this Section 7(a). (b) No Solicitation of Customer. Employee agrees tha...t he will not, during his employment with Employer, the Company, and for two (2) years thereafter, directly or indirectly, utilize any company Company information protected under the Confidentiality Employee Confidential Information and Inventions Assignment Agreement to solicit any client or customer of Employer the Company known to him with respect to any business, products or services that are competitive to the products or services offered by Employer, the Company, or under development as of the date of the termination of Employee's employment with Employer the Company for any reason. View More
No Solicitation. Employee agrees that he will not, during his employment with Employer, and for one (1) year thereafter, encourage or solicit any other employee of Employer to terminate his or her employment for any reason, nor will he assist others to do so. 8.2 No Solicitation of Customer. Employee agrees that he will not, during his employment with Employer, and for two (2) years thereafter, directly or indirectly, utilize indirectly call on, or otherwise solicit, business from any company information protect...ed under the Confidentiality Agreement actual customer or potential customer known by Employee to solicit any client or customer of Employer known to him with respect to any business, products or services that are competitive to the products or services offered be targeted by Employer, or under development as of the date of the termination of Employee's employment with Employer for any reason. nor will he assist others in doing so. View More
No Solicitation. Subject to Section 4, the Stockholder agrees not to, directly or indirectly, including through any of its officers, directors or agents, (a) solicit, seek or initiate or knowingly take any action to facilitate or encourage, any offers, inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal or (b) enter into, continue or otherwise participate or engage in any discussions or negotiations regarding any Acquisition Prop...osal, or furnish to any person any non-public information or afford any person, other than Public Company or Merger Partner, as applicable, access to such party's property, books or records (except pursuant to a request by a Governmental Entity) in connection with, any Acquisition Proposal; provided, however, that nothing in this Section 6 shall prevent the Stockholder from referring a person to this Section 6 or to the Merger Agreement.View More
No Solicitation. Subject to Section 4, the Stockholder agrees not to, directly or indirectly, including through any of its officers, directors or agents, (a) solicit, seek or initiate or knowingly take any action to facilitate or encourage, any offers, inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal or Acquisition Inquiry or (b) enter into, continue or otherwise participate or engage in any discussions or negotiations regardi...ng any Acquisition Proposal, Proposal or Acquisition Inquiry, or furnish to any person any non-public information or afford any person, other than Public Company Parent or Merger Partner, the Company, as applicable, access to such party's property, books or records (except as required by applicable Law or pursuant to a request by a Governmental Entity) in connection with, any Acquisition Proposal; Proposal or Acquisition Inquiry; provided, however, that nothing in this Section 6 shall prevent the Stockholder from referring a person to this Section 6 or to the Merger Agreement. View More
No Solicitation. Subject to Section 4, the each Stockholder agrees agrees, severally and not jointly, not to, directly or indirectly, including through any of its officers, directors or agents, (a) solicit, seek or initiate or knowingly take any action to facilitate or encourage, any offers, inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal or (b) enter into, continue or otherwise participate or engage in any discussions or neg...otiations regarding any Acquisition Proposal, regarding, or furnish to any person any non-public information or afford any person, other than Public Company or Merger Partner, Otic Pharma, as applicable, access to such party's property, books or records (except pursuant to a request by a Governmental Entity) in connection with, any Acquisition Proposal; provided, however, that nothing in this Section 6 shall prevent the Stockholder from referring a person to this Section 6 or to the Merger Share Purchase Agreement. View More
No Solicitation. The Securityholder shall not, directly or indirectly, knowingly take any action that Parent is not permitted to take pursuant to Section 4.4 of the Merger Agreement.
No Solicitation. The Securityholder Stockholder shall not, directly or indirectly, knowingly take any action that the Parent is not permitted to take pursuant to Section 4.4 of the Merger Agreement.
No Solicitation. The Securityholder shall not, directly or indirectly, knowingly take any action that Parent the Company is not permitted to take pursuant to Section 4.4 4.5 of the Merger Agreement.
No Solicitation. Notwithstanding anything to the contrary, this Agreement is not and shall not be deemed to be (a) a solicitation of consents to the Agreed Plan or any other chapter 11 plan or (b) an offer for the issuance, purchase, sale, exchange, hypothecation, or other 4 transfer of securities or a solicitation of an offer to purchase or otherwise acquire securities for purposes of the Securities Act of 1933 and the Securities Exchange Act of 1934, each as amended.
No Solicitation. Notwithstanding anything to the contrary, this Agreement is not and shall not be deemed to be (a) a solicitation of consents to the Agreed Plan or any other chapter 11 plan or (b) an offer for the issuance, purchase, sale, exchange, hypothecation, or other 4 transfer of securities or a solicitation of an offer to purchase or otherwise acquire securities for purposes of the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, each as amended.
No Solicitation. Notwithstanding anything to the contrary, this Agreement is not and shall not be deemed to be (a) a solicitation of consents to the Agreed Plan or any other chapter 11 plan or (b) an offer for the issuance, purchase, sale, exchange, hypothecation, or other 4 transfer of securities or a solicitation of an offer to purchase or otherwise acquire securities for purposes of the Securities Act of 1933 and the Securities Exchange Act of 1934, each as amended. The acceptance of the Supporting Noteholder...s will not be solicited until they, as applicable, have received a disclosure statement and related ballot, as approved by the Bankruptcy Court. View More
No Solicitation. Each Company Stockholder agrees that neither it nor any of its Affiliates, directors, officers, or employees shall, and that it shall use reasonable best efforts to direct its Representatives not to, directly or indirectly, (a) initiate, solicit, propose, knowingly encourage, or knowingly facilitate any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to result in, a Company Competing Proposal, (b) engage in, continue, or otherwise participate in a...ny discussions with any Person with respect to or negotiations with any Person with respect to, relating to, or in furtherance of a Company Competing Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to a Company Competing Proposal, (c) furnish any information regarding the Company or its Subsidiaries, or access to the properties, assets, or employees of the Company or its Subsidiaries, to any Person in connection with or in response to any Company Competing Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to a Company Competing Proposal, (d) enter into any letter of intent or agreement in principle, or other agreement, providing for or relating to a Company Competing Proposal, (e) submit any Company Competing Proposal to the vote of the stockholders of the Company, or (f) resolve, agree, or publicly propose to, or permit the Company or any of its Subsidiaries or any of their respective Representatives to agree or publicly propose to, take any of the actions referred to in clauses (a) – (e). Notwithstanding anything in this Agreement to the contrary, each Company Stockholder (and its respective Affiliates, directors, officers, employees, and Representatives) may engage in any of the activities restricted by the preceding provisions of this paragraph with any person if the Company is permitted to engage in such activities with such person pursuant to Section 6.3 of the Merger Agreement, in each case subject to the restrictions and limitations set forth in such Section 6.3 of the Merger Agreement.View More
No Solicitation. Each Company Stockholder agrees that neither it nor any of its Affiliates, directors, officers, officers or employees shall, and that it shall use commercially reasonable best efforts to direct its Representatives not to, directly or indirectly, (a) initiate, solicit, propose, solicit or knowingly encourage, knowingly induce or knowingly facilitate any inquiry inquiries, proposals, or the making of any proposal offers which constitute, or offer that constitutes, or would could reasonably be expe...cted to result in, lead to, a Company Competing Proposal, (b) conduct, participate or engage in, continue, or otherwise participate in any discussions with any Person with respect to or negotiations with any Person with respect to, relating to, or in furtherance of a Company Competing Proposal or to any inquiry, proposal, or offer that would which constitutes, or could reasonably be expected to lead to to, a Company Competing Proposal, (c) furnish or provide any non-public information regarding the Company or its Subsidiaries, or access to the properties, assets, assets or employees of the Company or its Subsidiaries, to any Person (other than Parent and its Affiliates and Representatives) in connection with or in response to any Company Competing Proposal inquiries, proposals, or any inquiry, proposal, offers which constitute, or offer that would could reasonably be expected to lead to to, a Company Competing Proposal, (d) enter into any letter of intent or agreement in principle, or other agreement, agreement providing for or relating to a Company Competing Proposal, (e) submit any Company Competing Proposal to the vote of the stockholders of the Company, or (f) (e) resolve, agree, agree or publicly propose to, or or, through the voting of its Company Common Stock in the Company, permit the Company or any of its Subsidiaries or any of their respective Representatives to agree or publicly propose to, to take any of the actions referred to in clauses (a) – (e). (d). Notwithstanding anything in this Agreement to the contrary, each Company Stockholder (and its respective Affiliates, directors, officers, employees, employees and Representatives) may engage in any of the activities restricted by the preceding provisions of this paragraph with any person if the Company is permitted to engage in such activities with such person pursuant to Section 6.3 7.05 of the Merger Transaction Agreement, in each case subject to the restrictions and limitations set forth in such Section 6.3 7.05 of the Merger Transaction Agreement. View More
No Solicitation. Each Company Stockholder agrees that neither it nor any of its Affiliates, directors, officers, or officers and employees shall, of it, and that it shall use reasonable best efforts to direct cause its Representatives not to, directly or indirectly, (a) initiate, solicit, propose, solicit or knowingly encourage, encourage or knowingly facilitate any inquiry inquiries, proposals, or offers regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to resul...t in, a Company Competing Proposal, (b) engage in, continue, or otherwise participate in any discussions with any Person with respect to or negotiations with any Person with respect to, relating to, or in furtherance of to a Company Competing Proposal or any inquiry, proposal, or offer indication of interest that would reasonably be expected to lead to a Company Competing Proposal, (c) furnish any non-public information regarding the Company or its Subsidiaries, or access to the properties, assets, assets or employees of the Company or its Subsidiaries, to any Person in connection with or in response to any Company Competing Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to a Company Competing Proposal, (d) enter into any letter of intent or agreement in principle, or other agreement, agreement providing for or relating to a Company Competing Proposal, Proposal or (e) submit any Company Competing Proposal to the vote of the stockholders of the Company, or (f) resolve, agree, agree or publicly propose to, or permit the Company or any of its Subsidiaries or any of its or their respective Representatives to agree or publicly propose to, to take any of the actions referred to in clauses (a) – (e). Notwithstanding anything in this Agreement to the contrary, each Company Stockholder (and its respective Affiliates, directors, officers, employees, and Representatives) may engage in any of the activities restricted by the preceding provisions of this paragraph with any person if the Company is permitted to engage in such activities with such person pursuant to Section 6.3 of the Merger Agreement, in each case subject to the restrictions and limitations set forth in such Section 6.3 of the Merger Agreement. — (d). View More
No Solicitation. During the term of my employment with Company and for a period of one (1) year thereafter, I will not solicit, encourage, or cause others to solicit or encourage any employees of Company to terminate their employment with Company.
No Solicitation. During the term of my employment with Company and for a period of one (1) year thereafter, I will not solicit, encourage, or cause others to solicit or encourage any employees of Company to terminate their employment with Company.
No Solicitation. During the term of my employment with Company and for a period of one (1) year two (2) years thereafter, I will not solicit, encourage, or cause others to solicit or encourage any employees of Company to terminate their employment with Company.
No Solicitation. During the term of my employment with Company and for a period of one (1) year thereafter, I will not solicit, encourage, or cause others to solicit or encourage any employees of Company to terminate their employment with Company.
No Solicitation. During the Restricted Period, the Executive shall not, directly or indirectly, take any of the following actions, and, to the extent the Executive owns, manages, operates, controls, is employed by or participates in the ownership, management, operation or control of, or is connected in any manner with, any business, the Executive shall use his best efforts to ensure that such business does not take any of the following actions: (a) persuade or attempt to persuade any Customer, Prospective Custom...er or Supplier to cease doing business with the Company, or to reduce the amount of business it does with the Company; (b) solicit or service for himself or for any Person the business of a Customer, Prospective Customer or Supplier in order to provide goods or services that are competitive with the goods and services provided by the Company; (c) persuade or attempt to persuade any Service Provider to cease providing services to the Company; or (d) solicit for hire or hire for himself or for any third party any Service Provider. The following definitions are applicable to Sections 8, 9, 10, and 11: (i) "Competing Business" means the offering in-office ancillary opportunities and third-party billing to physicians and clinics and any other business in which the services which the Company is engaged in as of the Termination Date. (ii) "Customer" means any Person that purchased goods or services from the Company at any time within two (2) years prior to the date of the solicitation prohibited by Sections 11(a) or (b). (iii) "Prospective Customer" means any Person with whom the Company met or to whom the Company presented for the purpose of soliciting the Person to become a Customer of the Company within six (6) months prior to the date of the solicitation prohibited by Sections 11(a) or (b). (iv) "Service Provider" means any Person who is an employee or independent contractor of the Company or the Company or who was within twelve (12) months preceding the solicitation prohibited by Sections 11(a) or (b) an employee or independent contractor of the Company or the Company. (v) "Supplier" means any Person that sold goods or services to the Company at any time within twelve (12) months prior to the date of the solicitation prohibited by Sections 11(a) or (b). (vi) "Person" means an individual, a sole proprietorship, a corporation, a limited liability company, a partnership, an association, a trust, or other business entity, whether or not incorporated.View More
No Solicitation. During the Restricted Period, the Executive Employee shall not, directly or indirectly, take any of the following actions, and, to the extent the Executive Employee owns, manages, operates, controls, is employed by or participates in the ownership, management, operation or control of, or is connected in any manner with, any business, the Executive Employee shall use his his/her best efforts to ensure that such business does not take any of the following actions: (a) persuade or attempt to persua...de any Customer, Prospective Customer or Supplier to cease doing business with the Company, or to reduce the amount of business it does with the Company; (b) solicit or service for himself himself/herself or for any Person the business of a Customer, Prospective Customer or Supplier in order to provide goods or services that are competitive with the goods and services provided by the Company; (c) persuade or attempt to persuade any Service Provider to cease providing services to the Company; or A-2 (d) solicit for hire or hire for himself himself/herself or for any third party any Service Provider. (e) The following definitions are applicable to Sections 8, 9, 10, Section 4 and 11: this Section 5: (i) "Competing Business" means the offering in-office ancillary opportunities and third-party billing to physicians and clinics and any other Person that is engaged in a business in which the services which the Company is engaged as of the Termination Date, or in which the Company has taken material steps to become engaged as of the Termination Date. (ii) "Customer" means any Person that purchased goods or services from the Company at any time within two (2) 2 years prior to the date of the solicitation prohibited by Sections 11(a) Section 5(a) or (b). (iii) "Prospective Customer" means any Person with whom the Company met or to whom the Company presented for the purpose of soliciting the Person to become a Customer of the Company within six (6) 12 months prior to the date of the solicitation prohibited by Sections 11(a) or (b). Termination Date. (iv) "Service Provider" means any Person who is an employee or independent contractor of the Company or the Company or who was within twelve (12) 12 months preceding the solicitation prohibited by Sections 11(a) or (b) an employee or independent contractor of the Company or the Company. Termination Date. (v) "Supplier" means any Person that sold goods or services to the Company at any time within twelve (12) 12 months prior to the date of the solicitation prohibited by Sections 11(a) or (b). Termination Date. (vi) "Person" means an individual, a sole proprietorship, a corporation, a limited liability company, a partnership, an association, a trust, or other business entity, whether or not incorporated. View More
No Solicitation. During the Restricted Period, the Executive shall not, directly or indirectly, take any of the following actions, and, to the extent the Executive owns, manages, operates, controls, is employed by or participates in the ownership, management, operation or control of, or is connected in any manner with, any business, the Executive shall use his best efforts to ensure that such business does not take any of the following actions: (a) persuade or attempt to persuade any Customer, Prospective Custom...er or Supplier to cease doing business with the Company, or to reduce the amount of business it does with the Company; (b) solicit or service for himself or for any Person the business of a Customer, Prospective Customer or Supplier in order to provide goods or services that are competitive with the goods and services provided by the Company; (c) persuade or attempt to persuade any Service Provider to cease providing services to the Company; or (d) solicit for hire or hire for himself or for any third party any Service Provider. The following definitions are applicable to Sections 8, 9, 10, 11 and 11: 12: (i) "Competing Business" means the offering in-office ancillary opportunities development, commercialization, marketing and third-party billing to physicians sale of hemp, hemp derivative products and clinics and any other business in which the goods or services which the Company is engaged in as of the Termination Date. 9 | Page (ii) "Customer" means any Person that purchased goods or services from the Company at any time within two (2) years prior to the date of the solicitation prohibited by Sections 11(a) 12(a) or (b). (iii) "Prospective Customer" means any Person with whom the Company met or to whom the Company presented for the purpose of soliciting the Person to become a Customer of the Company within six (6) months prior to the date of the solicitation prohibited by Sections 11(a) 12(a) or (b). (iv) "Service Provider" means any Person who is an employee or independent contractor of the Company or the Company or who was within twelve (12) months two years (2) years preceding the solicitation prohibited by Sections 11(a) 5(c) or (b) (d) an employee or independent contractor of the Company or the Company. (v) "Supplier" means any Person that sold goods or services to the Company at any time within twelve (12) months two years (2) years prior to the date of the solicitation prohibited by Sections 11(a) 12(a) or (b). (vi) "Person" means an individual, a sole proprietorship, a corporation, a limited liability company, a partnership, an association, a trust, or other business entity, whether or not incorporated. View More
No Solicitation. From and after the date hereof until the Expiration Date, Stockholder shall not, and shall not permit his or her Representatives to, directly or indirectly, (a) solicit, initiate or knowingly induce, knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, a Parent Acquisition Proposal, (b) participate in any discussions or negotiations or cooperate in any way... not permitted by this Section 7 regarding any proposal the consummation of which would constitute a Parent Acquisition Proposal, (c) provide any information or data concerning Parent or any of its subsidiaries to any person in connection with any proposal the consummation of which would constitute a Parent Acquisition Proposal, or (d) approve or recommend, make any public statement approving or recommending, or enter into any agreement related to, any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, a Parent Acquisition Proposal, in each case except as expressly permitted by Section 5.3 of the Merger Agreement and subject to the covenants, restrictions and obligations set forth therein.View More
No Solicitation. From and after the date hereof until the Expiration Date, Stockholder shall not, and shall not permit his or her Representatives to, directly or indirectly, (a) solicit, initiate or knowingly induce, knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, a Parent Company Acquisition Proposal, (b) participate in any discussions or negotiations or cooperate in... any way not permitted by this Section 7 regarding any proposal the consummation of which would constitute a Parent Company Acquisition Proposal, (c) provide any information or data concerning Parent the Company or any of its subsidiaries to any person in connection with any proposal the consummation of which would constitute a Parent Company Acquisition Proposal, or (d) approve or recommend, make any public statement approving or recommending, or enter into any agreement related to, any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, a Parent Company Acquisition Proposal, in each case except as expressly permitted by Section 5.3 5.2 of the Merger Agreement and subject to the covenants, restrictions and obligations set forth therein. View More
