No Solicitation Clause Example with 8 Variations from Business Contracts

No Solicitation. Subject to Section 10, Stockholder 9, Securityholder shall not, and shall cause its Subsidiaries not to, and shall use its it reasonable best efforts to cause its 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 Company Acquisition Proposal;... (b) directly or indirectly engage in, continue, or otherwise participate 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 Company Acquisition Proposal; (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, or similar arrangement with respect to a Takeover Company Acquisition Proposal; (d) solicit proxies with respect to a Takeover Company Acquisition Proposal (other than the Merger Transactions 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 Transactions 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 Company Acquisition Proposal. 3 10. Notwithstanding the foregoing, Securityholder may (and may permit its Affiliates and its and its Affiliates' Representatives to) participate in discussions and negotiations with any Person making a Company Acquisition Proposal (or its Representatives) with respect to such Company Acquisition Proposal if: (i) the Company is engaging in discussions or negotiations with such Person in accordance with Section 6.2 of the Merger Agreement; and (ii) Securityholder's negotiations and discussions are in conjunction with and ancillary to the Company's discussions and negotiations. 4 9. No Agreement as Director or Officer. Stockholder Securityholder makes no agreement or understanding in this Agreement in Stockholder's Securityholder's capacity as a director or officer of the Company or any of its their respective subsidiaries (if Stockholder Securityholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Stockholder Securityholder in stockholder's Securityholder'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 Securityholder from exercising Stockholder's Securityholder's fiduciary duties as an officer or director to the Company or its their respective stockholders. 1 10. Successors, Assigns and Transferees Bound. Without limiting Section 1 hereof in any way, each Securityholder agrees that this Agreement and the obligations hereunder shall attach to the Subject Securities from the date hereof through the termination of this Agreement and shall, to the extent permitted by applicable Laws, be binding upon any Person to which legal or beneficial ownership of the Subject Securities shall pass, whether by operation of law or otherwise, including Securityholder's heirs, guardians, administrators or successors, and Securityholder further agrees to take all reasonable actions necessary to effectuate the foregoing. View More

No Solicitation. Subject to Section 10, Stockholder 9, Securityholder shall not, and shall cause its Subsidiaries not to, and shall use its it reasonable best efforts to cause its 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 Parent Acquisition Proposal; ...(b) directly or indirectly engage in, continue, or otherwise participate 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 Parent Acquisition Proposal; (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, or similar arrangement with respect to a Takeover Parent Acquisition Proposal; (d) solicit proxies with respect to a Takeover Parent Acquisition Proposal (other than the Merger Transactions 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 Transactions 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 Parent Acquisition Proposal. 3 10. Notwithstanding the foregoing, Securityholder may (and may permit its Affiliates and its and its Affiliates' Representatives to) participate in discussions and negotiations with any Person making a Parent Acquisition Proposal (or its Representatives) with respect to such Parent Acquisition Proposal if: (i) Parent is engaging in discussions or negotiations with such Person in accordance with Section 6.3 of the Merger Agreement; and (ii) Securityholder's negotiations and discussions are in conjunction with and ancillary to the Parent's discussions and negotiations. 4 9. No Agreement as Director or Officer. Stockholder Securityholder makes no agreement or understanding in this Agreement in Stockholder's Securityholder's capacity as a director or officer of the Company or Parent or any of its their respective subsidiaries (if Stockholder Securityholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Stockholder Securityholder in stockholder's Securityholder'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 Securityholder from exercising Stockholder's Securityholder's fiduciary duties as an officer or director to the Company Parent or its their respective stockholders. View More

No Solicitation. Subject to Section 10, Stockholder 9, Securityholder shall not, and shall cause its Subsidiaries not to, and shall use its it reasonable best efforts to cause its 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 Company Acquisition Proposal;... (b) directly or indirectly engage in, continue, or otherwise participate 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 Company Acquisition Proposal; (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, or similar arrangement with respect to a Takeover Company Acquisition Proposal; (d) solicit proxies with respect to a Takeover Company Acquisition Proposal (other than the Merger Transactions 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 Transactions 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 Company Acquisition Proposal. 3 10. Notwithstanding the foregoing, Securityholder may (and may permit its Affiliates and its and its Affiliates' Representatives to) participate in discussions and negotiations with any Person making a Company Acquisition Proposal (or its Representatives) with respect to such Company Acquisition Proposal if: (i) the Company is engaging in discussions or negotiations with such Person in accordance with Section 6.2 of the Merger Agreement; and (ii) Securityholder's negotiations and discussions are in conjunction with and ancillary to the Company's discussions and negotiations. 4 9. No Agreement as Director or Officer. Stockholder Securityholder makes no agreement or understanding in this Agreement in Stockholder's Securityholder's capacity as a director or officer of the Company or any of its their respective subsidiaries (if Stockholder Securityholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Stockholder Securityholder in stockholder's Securityholder'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 Securityholder from exercising Stockholder's Securityholder's fiduciary duties as an officer or director to the Company or its their respective stockholders. View More

No Solicitation. Subject to Section 10, Stockholder shall not, and shall cause its subsidiaries not to, and shall use its it reasonable best efforts to cause its 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 participate 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 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 approval of the Merger in accordance with Charter Amendments or the terms holding of the Merger Agreement; meeting to vote thereon (including any adjournment or postponement thereof); 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, 9, Stockholder shall not, not and shall use its it reasonable best efforts to cause its 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 participa...te 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 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, each Stockholder shall not, not and shall use its it reasonable best efforts to cause its Representatives 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 would reasonably be expected to lead to, any Takeover Acquisition Proposal; (b) directly or indirectly engage i...n, continue, or otherwise participate 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 would reasonably be expected to lead to, any Takeover Acquisition Proposal; (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, or similar arrangement with respect to a Takeover an Acquisition Proposal; (d) solicit proxies with respect to a Takeover an Acquisition Proposal (other than the Merger Mergers and the Merger Agreement) or otherwise encourage or assist any Person in taking or planning any action that could would reasonably be expected to compete with, restrain, or otherwise serve to interfere with or inhibit the timely consummation of the Merger Mergers 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 an Acquisition Proposal. 3 -5- 10. No Agreement as Director or Officer. Each 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, officer of the Company, 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