Competing Acquisition Proposals. (a) The Company shall promptly (but in any event within 24 hours) advise Purchaser in writing (each such writing, a "Company Notice") of any negotiations, or any proposals or requests for non-public information received on or after the date of this Agreement, in each case relating to any Acquisition Proposal (as defined in Section 5.4(c) hereof), the material terms and conditions thereof and the identity of the person submitting the Acquisition Proposal (the "Potential Acquiror"). The Company shall promptly advise Purchaser of any development relating to any inquiries, discussions, negotiations, proposals or requests for information relating to an Acquisition Proposal, on or after the date of this Agreement. The Company shall keep Purchaser reasonably informed of the status of any such negotiations, request or Acquisition Proposal and will further update, to the extent of any developments, the information required to be provided in each Company Notice upon the request of Purchaser. The Company agrees that any non-public information furnished to any such Potential Acquiror will be pursuant to a customary confidentiality agreement and a standstill agreement provided, however, that such standstill agreement shall have terms that are no less restrictive than those set forth in the Standstill Agreement between the Company and Parent, dated as of April 20, 2000.
Competing Acquisition Proposals. The Company shall not, nor shall it authorize or permit any of its Subsidiaries or Representatives to, directly or indirectly, (a) solicit, initiate or encourage the submission of any Competing Acquisition Proposal or (b) participate in or encourage any discussion or negotiations regarding, or furnish to any person any non-public information with respect to, enter into any Acquisition Agreement with respect to, or take any other action to facilitate any inquiries or the making of, any proposal that constitutes, or may reasonably be expected to lead to, any Competing Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Board of Directors of the Company, prior to the consummation of the Offer, from furnishing information to, or entering into or participating in discussions or negotiations with, any person or entity that makes an unsolicited Competing Acquisition Proposal which did not result from a breach of Section 6.5 or this Section 6.9 only if, and only to the extent that, (A) the Board of Directors of the Company, after taking into account advice from independent outside legal counsel and financial advisors, determines in good faith that such action is required for the Board of Directors of the Company to comply with its fiduciary obligations to the Company Shareholders under applicable California law, (B) prior to taking such action, the Company receives from such person or entity an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person or entity and including standstill provisions no less favorable to the Company than those contained in the Confidentiality Agreement and (C) the Board of Directors of the Company concludes in good faith, after taking into account the advice of its independent financial advisor, that the Competing Acquisition Proposal is a Superior Proposal. The Company shall provide immediate oral and written notice to Parent of (a) the receipt of any such Competing Acquisition Proposal or any inquiry which could reasonably be expected to lead to any Competing Acquisition Proposal, (b) the material terms and conditions of such Competing Acquisition Proposal or inquiry, (c) the identity of such person or entity making any such Competing Acquisition Proposal or inquiry and (d) the Company's intention to furnish information to, or enter into discussions or negotiations with, such person or entity. The Company shall continue to keep Parent f...
Competing Acquisition Proposals. The Holder (a) shall immediately cease any existing discussions or negotiations, if any, with any Persons with respect to any Acquisition Proposal, (b) shall not, directly or indirectly, initiate, solicit or knowingly encourage (including, without limitation, by way of furnishing any information or assistance), or take any other action to knowingly facilitate, any Acquisition Proposal and (c) shall promptly notify Fidelity of any written Acquisition Proposal received by the Holder.
Competing Acquisition Proposals. (a) From and after the date hereof until the earlier of the termination of this Agreement in accordance with its terms or the Closing Date, none of the Sellers or the Purchased Companies or any of their respective Representatives shall (and each of the Sellers and the Purchased Companies shall cause their respective Representatives not to), directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes or could be expected to lead to any Competing Acquisition Proposal (as defined below) or (ii) engage in negotiations or discussions concerning, or provide any confidential information with respect to, the Business or any Company, to any Person making or proposing to make, any Competing Acquisition Proposal. For purposes of this Agreement, “Competing Acquisition Proposal” means any inquiry, proposal or offer from any Person relating to (x) any direct or indirect sale, transfer, pledge, disposition, bulk reinsurance or other conveyance of any of the Business, the Insurance Contracts, the Transferred Assets, the Assignment of Contracts, or the outstanding shares of the Purchased Companies other than a transaction expressly provided for herein or (y) a merger, consolidation, business combination, reorganization, share exchange, recapitalization, liquidation, dissolution or similar transaction 49 involving, or any purchase any of the assets of, any Purchased Company other than a transaction expressly provided for herein.
Competing Acquisition Proposals. 19 Section 5.5 Publicity................................................... 20 Section 5.6
Competing Acquisition Proposals. (a) From and after the date hereof until the earlier of the termination of this Agreement in accordance with its terms or the Closing Date, none of the Sellers or the Purchased Companies or any of their respective Representatives shall (and each of the Sellers and the Purchased Companies shall cause their respective Representatives not to), directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes or could be expected to lead to any Competing Acquisition Proposal (as defined below) or (ii) engage in negotiations or discussions concerning, or provide any confidential information with respect to, the Business or any Company, to any Person making or proposing to make, any Competing Acquisition Proposal. For purposes of this Agreement, “
Competing Acquisition Proposals. (a) For all purposes of and under this Agreement, the following terms shall have the following respective meanings:
Competing Acquisition Proposals. (a) Subject to Sections 5.20(b) through (d) below, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing Date, none of ALR Holdings, the Companies or any of their respective Representatives shall (and each of ALR Holdings and the Companies shall cause their respective Representatives not to), directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, is intended to result in, or could be expected to lead to any Competing Acquisition Proposal (as defined below) or (ii) engage in negotiations or discussions concerning the Treaties or any Company with, or provide any confidential information with respect to the Treaties or any Company to, any person making or proposing to make any Competing Acquisition Proposal. Each of ALR Holdings and each Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Competing Acquisition Proposal, and will take the necessary steps to promptly inform such parties of the obligations undertaken in this Section 5.20.
Competing Acquisition Proposals. Except in connection with communications to the Stockholders regarding the status of the Transactions, during the Interim Period, neither the Company nor the Stockholders, nor any of their respective Affiliates, or any officer, director, manager, employee, agents or representatives thereof (including any investment banker, attorney, accountant or consultant retained or engaged by the Company or the Stockholders) shall take any action, directly or indirectly: (i) to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information or encouragement to, any Person (other than Buyer) concerning any purchase of any of the Company Stock, or any merger, consolidation, reorganization, recapitalization, business combination or sale of the assets involving, or Investment in, the Company (other than assets sold in the Ordinary Course of Business), or any similar transactions involving the Company (a “Competing Acquisition Proposal”); (ii) to enter into any understanding or agreement regarding any Competing Acquisition Proposal; or (iii) otherwise cooperate with, assist, participate in, facilitate or otherwise encourage any effort or attempt by any Person to make a Competing Acquisition Proposal or to effect a transaction inconsistent with the Transactions. Each of the Company and the Stockholders shall immediately, to the extent that they have not done so already, (i) cause any negotiations or discussions of the type described in the preceding sentence that may currently be in progress to be terminated and (ii) notify Buyer in writing of any Competing Acquisition Proposals it or any of its Affiliates or any officer, director, manager, employee, agent or representative thereof receives on or after the date hereof (which notice shall include the name of the proposing party and a reasonably detailed summary of the Competing Acquisition Proposal).
Competing Acquisition Proposals. 11 Section 3.2 State Takeover Laws .................................................................. 12 Section 3.3 Directors' and Officers' Insurance and Indemnification ............................... 12 Section 3.4 Approvals and Consents; Cooperation................................................... 14
