Common use of Inquiries and Negotiations Clause in Contracts

Inquiries and Negotiations. (a) Neither the Company nor any of its affiliates, shareholders, directors, officers, employees, representatives or agents shall, from March 1, 1999 through the Effective Time directly or indirectly, (i) solicit or initiate any discussions, submissions of proposals or offers or negotiations with, or (ii) participate in any negotiations or discussions with, or provide any information or 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, other than Parent and its affiliates, representatives and agents, concerning any merger, consolidation, sale of substantial assets, sale of shares of capital stock or other securities, recapitalization, debt restructuring or similar transaction involving the Company or any subsidiary, or any division of the Company or any subsidiary. The Company shall immediately notify 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 any such transaction, and shall, in any such notice to Parent, indicate the identity of the offeror and 41 49 the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter, without engaging in any conduct prohibited hereby, shall keep Parent informed of the status and terms of any such proposals or offers. 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. (a) Neither the Company nor any of its affiliates, shareholders, directors, officers, employees, representatives representatives, advisors or agents agents, shall, from March 1, 1999 through the Effective Time directly or indirectly, (i) encourage, solicit or initiate any discussions, submissions of proposals or offers or negotiations with, or (ii) or, participate in any negotiations or discussions with, or provide any information or 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, other than Parent and its affiliates, representatives and agents, concerning any merger, consolidation, sale of substantial assets, sale of shares of capital stock or other equity securities, recapitalization, debt restructuring or similar transaction involving the Company or any subsidiary, or any division of the Company or any subsidiary(such transactions being hereinafter referred to as "ALTERNATIVE TRANSACTIONS"). The Company shall immediately notify 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 any such transactionan Alternative Transaction, and shall, in any such notice to Parent, indicate the identity of the offeror and 41 49 the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter, without engaging in any conduct prohibited hereby, thereafter shall keep Parent informed of the status and terms of any such proposals or offersoffers and the status of any such discussions or negotiations. 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. (a) Neither the Company nor any of its affiliatesAffiliates, shareholders, directors, officers, employees, representatives or agents shallagents, shall from March 1August 11, 1999 1997 through the Effective Time Time, directly or indirectly, (ia) solicit or initiate any discussions, submissions of proposals or offers or negotiations with, or (iib) participate in any negotiations or discussions with, or provide any information or 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, other than Parent and its affiliates, representatives and agents, concerning any merger, consolidation, sale of substantial assets, sale of shares of capital stock or other securitiessecurities or equity interests, recapitalization, debt restructuring or similar transaction involving the Company or any subsidiary, or any division of the Company or any subsidiaryCompany. The Company shall immediately notify 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 any such transaction, and shall, in any such notice to Parent, indicate the identity of the offeror and 41 49 the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter, without engaging in any conduct prohibited hereby, thereafter shall keep Parent informed of the status and terms of any such proposals or offers. 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. (a) Neither the Company nor any of its affiliates, shareholders, directors, officers, employees, representatives or agents shall, from the date hereof through March 131, 1999 through the Effective Time 2001 directly or indirectly, (i) solicit or initiate any discussions, submissions of proposals or offers or negotiations withwith (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 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, other than Parent and its affiliates, representatives and agents, concerning any merger, consolidation, sale of substantial assets, sale of shares of capital stock or other securities, recapitalization, debt restructuring or similar transaction involving the Company or any subsidiary, or any division of the Company or any subsidiary. The Company shall immediately notify 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 any such transaction, and shall, in any such notice to Parent, indicate the identity of the offeror and 41 49 the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter, without engaging in any conduct prohibited hereby, shall keep Parent informed of the status and terms of any such proposals or offers. 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.