During the Interim Period Sample Clauses

During the Interim Period. Euronav undertakes not to, and shall cause each of its Representatives not to, solicit, seek, initiate or encourage the making of any inquiry, expression of interest, proposal or offer that constitutes: (a) a public tender offer to acquire Euronav Shares being made by any Person other than a Frontline Party; (b) any merger or other company combination of Euronav or any of its Subsidiaries; or (c) any other transaction which, if consummated, would materially hinder, frustrate or adversely affect the successful completion of the Combination or purpose of the Combination, each a “Euronav Competing Transaction”, provided, however, that Euronav shall be entitled to enter into discussions or negotiations with, and furnish information to, any bona fide unsolicited third party in relation to a possible Euronav Competing Transaction, to the extent: (i) before announcement of the Tender Offer Filing; the Euronav Board acting reasonably and after consultation with its financial advisor and external counsel considers such to be required pursuant to its fiduciary duties under Applicable Law; or (ii) after announcement of the Tender Offer Filing; such Euronav Competing Transaction constitutes a Counter Offer.

During the Interim Period. At any time during the Reporting Period, the aggregate amount of cash and Cash Equivalents owned by the Parent and its Subsidiaries: not less than $60,000,000. Compliance Yes No

During the Interim Period. Seller shall not and shall cause its Representatives and Affiliates not to, directly or indirectly: (i) initiate, solicit, encourage or otherwise knowingly facilitate any inquiry, proposal, offer or discussion with any party (other than Seller’s Representatives, Buyer or its Representatives) concerning any Acquisition Transaction, (ii) except as may be required by applicable Law, furnish any non-public information concerning the Business (or any portion thereof) or the Acquired Assets to any Person (other than Seller’s Representatives, Buyer and its Representatives) or (iii) engage in discussions or negotiations with any party (other than Seller’s Representatives, Buyer and its Representatives) concerning any Acquisition Transaction.

During the Interim Period. Buyer agrees that except as may be agreed in writing by Seller or as may be expressly permitted pursuant to this Agreement, it shall not, and shall not permit any of its subsidiaries or Affiliates to, acquire, develop or construct any electric generation or transmission facility, enter into any Contract with respect thereto, or otherwise obtain control over any electric generation or transmission facility, in each case located within the control area operated by the New York Independent System Operator or take any action with any Governmental Authority relating to the foregoing, or agree, in writing or otherwise, to do any of the foregoing, in each case which could reasonably be expected to materially delay the consummation of the transactions contemplated hereby or result in the failure to satisfy any condition to consummation of the transactions contemplated hereby.

During the Interim Period. (i) Buyer shall offer employment to all Potential Transferred Employees, contingent upon the Closing, under terms of employment at least as beneficial to the Potential Transferred Employees as their existing terms with the Seller; and (ii) Seller shall permit Buyer to approach, interview and negotiate with each of the Potential Transferring Employees (but only with such Potential Transferred Employees), in respect of their potential employment by Buyer pursuant to (i) above.

During the Interim Period none of the Vendor or the Corporation shall (and the Vendor and the Corporation shall cause their respective Affiliates and Representatives not to), directly or indirectly: (a) solicit, initiate or encourage (including by way of furnishing any information relating to the Corporation), or induce or take any other action which could reasonably be expected to lead to the making, submission or announcement of, any proposal or inquiry that constitutes, or could reasonably be likely to lead to, an Acquisition Proposal; (b) other than informing Persons of the provisions contained in this Section 7.8, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action to facilitate or induce any effort or attempt to make or implement an Acquisition Proposal; (c) approve, endorse, recommend or enter into any Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring the Corporation or the Vendor to abandon or terminate its obligations under this Agreement, or (d) agree, resolve or commit to do any of the foregoing. The Vendor and the Corporation agree to notify the Purchaser immediately if any Person makes any proposal, offer, inquiry or contact with respect to an Acquisition Proposal and provide the Purchaser with a description of the material terms and conditions thereof, including the identity of such Person. The Vendor and the Corporation shall immediately cease and cause to be terminated any existing discussions with any Person (other than the Purchaser) concerning any proposal relating to an Acquisition Proposal. With respect to the Persons with whom discussions or negotiations have been terminated, the Vendor and the Corporation shall use their respective commercially reasonable efforts to obtain the return or destruction of, in accordance with the terms of any applicable confidentiality agreement, any confidential information previously furnished to any such Person by the Vendor, the Corporation or any of their respective Representatives. The Vendor shall not, and shall cause the Corporation not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Vendor or the Corporation is a party, and that relates to an Acquisition Proposal without the prior written consent of the Purchaser.

During the Interim Period. Buyer hereby agrees it shall not contact, and it shall cause its Affiliates or Representatives to not contact, any employee, licensor, licensee, competitor, supplier, distributor or customer of Sellers or their Subsidiaries with respect to the Products, the Purchased Assets, the Business, this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, without the prior written consent of Sellers.

During the Interim Period. Frontline shall conduct its business (considered as a whole and in all material respects) in the Ordinary Course and materially in accordance with Applicable Law. Specifically, Frontline shall (and shall cause that its Subsidiaries shall), other than actions made or taken in accordance with this Agreement or in order to give effect to the Combination or as required to comply with Applicable Law, during the Interim Period: (a) not enter into any material contracts or agree to amend any existing contracts which are outside the Ordinary Course (b) not undertake any material asset acquisitions or disposals (including by way of sale or acquisitions of shares in a Subsidiary) which are outside the Ordinary Course, or enter into binding agreements for such material acquisitions or disposals outside the Ordinary Course; (c) not create any Encumbrance over any of its assets other than in the Ordinary Course; (d) not enter into any new material partnership agreement, joint venture agreement or other alliance of any nature whatsoever; (e) not enter into any transaction with any of its Connected Persons, where such transaction represents a value in excess of USD 5,000,000 or cannot be terminated within 6 months after the Tender Offer Completion Date; (f) not make, or not propose or pass any resolution to: (i) change its share capital or number of shares; (ii) issue any financial instrument or grant any other rights giving a right to subscribe for or purchase shares; or (iii) reduce or increase the number of shares held in treasury by Frontline; (g) not forgive, settle or agree to defer the settlement of any claims or legal proceedings individually in excess of USD 5,000,000 and USD 10,000,000 in aggregate; (h) not incur any material capital expenditure on any individual item, or borrow any material sum, outside the Ordinary Course and which is in excess of USD 5,000,000; (i) not take any steps or actions aimed towards a de-listing of its shares from NYSE or OSE or that otherwise might reasonably be expected to prevent, impede or materially delay the completion of the transactions contemplated in this Agreement; (j) not amend or alter its memorandum or articles of association, bye-laws or any other organizational document; (k) other than as set out in this Agreement, or in the event of breach of duty or any other qualified basis for dismissal, not to take any steps or actions aimed at changing the composition of the Euronav Board, to remove the Euronav CEO or in any ot...

During the Interim Period. Buyer agrees that except as may be agreed in writing by Seller or as may be expressly permitted pursuant to this Agreement, it shall not, and shall not permit any of its subsidiaries or Affiliates to, acquire, develop or construct any electric generation facility, or otherwise obtain control over any electric generation facility, in each case located in the states of New York, New Jersey, Pennsylvania or Maryland, or take any action with any Governmental Authority relating to the foregoing, or agree, in writing or otherwise, to do any of the foregoing, in each case which could reasonably be expected to materially delay the consummation of the transactions contemplated hereby or result in the failure to satisfy any condition to consummation of the transactions contemplated hereby.