Common use of Inquiries and Negotiations Clause in Contracts

Inquiries and Negotiations. From the date hereof until the termination hereof, the Company, its Subsidiaries and their respective officers, directors, employees, representatives and other agents will not, directly or indirectly, solicit or initiate any discussions, submissions of proposals or offers or negotiations with or participate in any negotiations or discussions with, or provide any information or date of any nature whatsoever to, or otherwise cooperate in any other way with, or assist or participate in, facilitate or encourage any effort or attempt by, any person, corporation, entity or "group" (as defined in Section 13(d) of the Exchange Act) other than the Investors, Medisys PLC, Surgical Innovations and their respective Affiliates, representatives and agents (each a "Third Party") in connection with any merger, consolidation, sale of any Subsidiary of division that is material to the business of the Company and the Subsidiaries, sale of shares of capital stock or other equity securities, tender or exchange offer, recapitalization, debt restructuring or similar transaction involving the Company (such transactions being hereinafter referred to as "Alternative Transactions"). The Company shall immediately notify the Investors if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Company in respect of an Alternative Transaction or any comparable transaction with either of Medisys PLC, Surgical Innovations or any of their respective Affiliates, and shall, in any such notice to the Investors, indicate the identity of the Third Party and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter shall keep the Investors informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such negotiations or discussions.

Inquiries and Negotiations. From Neither the date hereof until Company nor any of the termination hereofSubsidiaries, the Company, its Subsidiaries and nor any of their respective officersaffiliates, directors, officers, employees, representatives and other agents will notrepresentatives, advisors or agents, shall, directly or indirectly, encourage, solicit or initiate any discussions, submissions of proposals or offers or negotiations with or with, or, subject to the fiduciary obligations of the Company's Board of Directors under applicable law as advised by counsel, participate in any negotiations or discussions with, or provide any information or date data of any nature whatsoever to, or otherwise cooperate in any other way with, or assist or participate in, facilitate or encourage any effort or attempt by, any person, corporation, entity or "group" (as defined in Section 13(d) of the Exchange Act) other than the Investors, Medisys PLC, Surgical Innovations Parent and their respective Affiliatesits affiliates, representatives and agents (each a "Third Party") in connection with agents, concerning any merger, consolidation, sale of any Subsidiary of division that is material to the business of the Company and the Subsidiariessubstantial assets, sale of shares of capital stock or other equity securities, tender or exchange offer, recapitalization, debt restructuring or similar transaction involving the Company or any Subsidiary, or any division of the company or any of the Subsidiaries (such transactions being hereinafter referred to as "Alternative Transactions"). The Company shall immediately notify the Investors Parent if any proposal, offer, inquiry or other contact is received by, any information is requested request from, or any discussions or negotiations are sought to be initiated or continued with, the Company in respect of an Alternative Transaction or any comparable transaction with either of Medisys PLC, Surgical Innovations or any of their respective AffiliatesAlterative Transaction, and shall, in any such notice to the InvestorsParent, indicate the identity of the Third Party offeror and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter shall keep the Investors informed, on a current basis, Parent informed of the status and terms of any such proposals or offers and the status of any such negotiations discussions or discussionsnegotiations. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement under which the Company is a beneficiary.

Inquiries and Negotiations. From the date hereof until the termination hereofNeither Holdings, the CompanyCompany nor any of their subsidiaries, its Subsidiaries and nor any of their respective officersaffiliates, directors, officers, employees, representatives and other agents will notrepresentatives, advisors or agents, shall, directly or indirectly, encourage, solicit or initiate any discussions, submissions of proposals or offers or negotiations with or with, or, subject to the fiduciary obligations of the Board of Directors of the Company and the Board of Directors of Holdings under applicable law as advised by counsel, participate in any negotiations or discussions with, or provide any information or date data of any nature whatsoever to, or otherwise cooperate in any other way with, or assist or participate in, facilitate or encourage any effort or attempt by, any person, corporation, entity or "group" (as defined in Section 13(d) of the Exchange Act) other than the Investors, Medisys PLC, Surgical Innovations Parent and their respective Affiliatesits affiliates, representatives and agents (each a "Third Party") in connection with agents, concerning any merger, consolidation, sale of any Subsidiary of division that is material to the business of the Company and the Subsidiariessubstantial assets, sale of shares of capital stock or other equity securities, tender or exchange offer, recapitalization, debt restructuring or similar transaction involving the Company, or any division of the Company (such transactions being hereinafter referred to as "Alternative Transactions"). The Holdings and the Company shall immediately notify the Investors Parent if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Company in respect of an Alternative Transaction or any comparable transaction with either of Medisys PLC, Surgical Innovations or any of their respective AffiliatesTransaction, and shall, in any such notice to the InvestorsParent, indicate the identity of the Third Party offeror and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter shall keep the Investors informed, on a current basis, Parent informed of the status and terms of any such proposals or offers and the status of any such negotiations discussions or discussionsnegotiations. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a party. Nothing herein shall prevent Holdings from participating in any merger or other business combination that does not involve the transfer of the Company Common Stock or the Company's assets; provided, however, that any third party acquiror of Holdings expressly consents to abide by the terms, conditions, and obligations of this Agreement.

Inquiries and Negotiations. From Subject to any mutual agreement of the date hereof until Company and the termination hereofPurchasers to terminate this Agreement, prior to the CompanyClosing Date, neither the Company nor any of its Subsidiaries and subsidiaries, nor any of their respective officersaffiliates, directors, officers, employees, representatives and other agents will notrepresentatives, advisors or agents, shall, directly or indirectly, solicit or initiate any discussions, submissions of proposals or offers or negotiations with with, or, subject to the fiduciary obligations of the Company's Board of Directors under applicable law or other obligations of applicable law or the rules of the American Stock Exchange (in each such case as advised by counsel in writing specifying such obligations), participate in any negotiations or discussions with, or provide any information or date data of any nature whatsoever to, or otherwise cooperate in any other way with, or assist or participate in, facilitate or encourage any effort or attempt by, any person, corporation, entity or "group" (as defined in Section 13(d) of the Exchange Act) other than the Investors, Medisys PLC, Surgical Innovations WCAS VII and their respective Affiliatesits affiliates, representatives and agents (each agents, concerning any transaction or series of transactions with a "Third Party") in connection with third party or parties concerning any merger, consolidation, sale of any Subsidiary substantial assets (other than the sale of division that is material to assets in the business ordinary course of the Company and the SubsidiariesCompany's business consistent with past practice), sale of shares of capital stock or other equity securities, tender securities or exchange offer, sale of debt securities aggregating $30 million or more (including without limitation any of the foregoing effected by way of recapitalization, debt restructuring or other similar transaction transaction), involving the Company or any subsidiary, or any division of the Company or any of its subsidiaries (such transactions being hereinafter referred to as "Alternative Transactions"). The Company shall immediately notify the Investors WCAS VII if any bona fide proposal, offer, inquiry offer or other contact is received by, any material information is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Company in respect of an Alternative Transaction or any comparable transaction with either of Medisys PLC, Surgical Innovations or any of their respective AffiliatesTransaction, and shall, in any such notice to the InvestorsWCAS VII, indicate the identity of the Third Party offeror and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter shall keep the Investors informed, on a current basis, WCAS VII informed of the status and terms of any such proposals or offers and the status of any such negotiations discussions or discussionsnegotiations. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a party.

Inquiries and Negotiations. From (a) Neither the date hereof until the termination hereofCompany nor any of its affiliates, the Company, its Subsidiaries and their respective officersshareholders, directors, officers, employees, representatives and other or agents will notshall, from the date hereof through March 31, 2001 directly or indirectly, (i) solicit or initiate any discussions, submissions of proposals or offers or negotiations with (other than solely for the purpose of deflecting inquiries in order to indicate lack of interest in any such discussions), or (ii) participate in any negotiations or discussions with, or provide any information or date data of any nature whatsoever to, or otherwise cooperate in any other way with, or assist or participate in, facilitate or encourage any effort or attempt by, any person, corporation, entity or "group" (as defined in Section 13(d) of the Exchange Act) other than the Investors, Medisys PLC, Surgical Innovations Parent and their respective Affiliatesits affiliates, representatives and agents (each a "Third Party") in connection with agents, concerning any merger, consolidation, sale of any Subsidiary of division that is material to the business of the Company and the Subsidiariessubstantial assets, sale of shares of capital stock or other equity securities, tender or exchange offer, recapitalization, debt restructuring or similar transaction involving the Company (such transactions being hereinafter referred to as "Alternative Transactions")or any subsidiary, or any division of the Company or any subsidiary. The Company shall immediately notify the Investors Parent if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Company in respect of an Alternative Transaction or any comparable transaction with either of Medisys PLC, Surgical Innovations or any of their respective Affiliatessuch transaction, and shall, in any such notice to the InvestorsParent, indicate the identity of the Third Party offeror and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter thereafter, without engaging in any conduct prohibited hereby, shall keep the Investors informed, on a current basis, Parent informed of the status and terms of any such proposals or offers and offers. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the status of any such negotiations or discussionsCompany is a party.