Negotiation with Others. From the date hereof through the Closing Date or earlier termination of this Agreement, neither any Shareholder nor the Company shall, and they shall not authorize, cause or permit any of any Shareholder’s or Company’s employees, directors, officers, advisors, consultants or agents to, (a) directly or indirectly, solicit, initiate, encourage, entertain or engage (regardless of who initiates such action) in discussions or negotiations with, provide any information to, or take any other action that facilitates the efforts of, any third party relating to any agreement (whether binding or in principle) or other arrangement involving (i) the acquisition of the Company (whether by way of merger, purchase of capital stock, purchase of assets or otherwise); (ii) an investment in (including by way of a sale or transfer by any Shareholder of all or any portion of the Company Shares) or financing of Company; or (iii) a sale, assignment, transfer, license, disposal of or encumbrance upon any material asset, right or property of Company (including, without limitation, any of Company Intellectual Property) other than non-exclusive licenses granted by the Company in its Ordinary Course of Business; or that would otherwise be inconsistent with the terms of this Agreement or that would prohibit the performance by any Shareholder or the Company of their respective obligations under this Agreement or that could reasonably be expected to diminish the likelihood of or render impracticable the consummation of the transactions contemplated by this Agreement (each, a “Prohibited Transaction”); or (b) authorize or consummate a Prohibited Transaction. Upon execution and delivery of this Agreement, each Shareholder and the Company shall: (x) terminate any and all discussions, if any, they may be having regarding a Prohibited Transaction; and (y) immediately notify Buyer in writing if they thereafter receive any inquiries or offers from any Person regarding a Prohibited Transaction, which notice shall be sufficiently detailed as to identify the nature and structure of the Prohibited Transaction as proposed and to confirm that the inquiry regarding a Prohibited Transaction was definitively rejected, and any Shareholder and the Company shall refuse to discuss and immediately reject such inquiry or offer. Neither any Shareholder nor the Company or any of their respective officers, directors, employees, representatives or agents, including any investment banker, attorney or accountant en...
Negotiation with Others. (A) Until the earlier of the Closing Date or December 31, 1996, the Company shall not, and it shall not authorize or permit any of its officers, directors or employees, directly or indirectly, to (i) solicit, initiate or knowingly encourage or induce the making of any Acquisition Proposal (as defined in Section 2.18), (ii) furnish information regarding the Company or any of its subsidiaries in connection with an Acquisition Proposal or potential Acquisition Proposal, (iii) negotiate or engage in discussions with any third party with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent, contract or other instrument related directly or indirectly to any Acquisition Proposal or contracts with advisors or consultants.
(B) Until the earlier of the Closing Date or December 31, 1996, each Shareholder shall not, directly or indirectly, (i) solicit, initiate or knowingly encourage or induce the making of any Acquisition Proposal (as defined in Section 2.18), (ii) furnish information regarding the Company or any of its subsidiaries in connection with an Acquisition Proposal or potential Acquisition Proposal, (iii) negotiate or engage in discussions with any third party with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent, contract or other instrument related directly or indirectly to any Acquisition Proposal or contracts with advisors or consultants.
(C) The Company or, as applicable a Shareholder, shall promptly advise ADAC orally and in writing of the receipt of any Acquisition Proposal or any inquiry relating to an Acquisition Proposal prior to the Effective Time.
(D) The Company shall immediately cease and cause to be terminated any discussions or negotiations with any parties existing as of the date of this Agreement and that relate to any Acquisition Proposal, and the Company shall immediately demand the return of all financial and other information furnished to such parties.
Negotiation with Others. (a) During the Executory Period, the Company and the Principal Shareholders shall not, and the Company shall not permit any agent or other representative of the Company or any Principal Shareholder to, directly or indirectly:
(i) solicit, initiate or engage in discussions or engage in negotiations with any Person (whether such negotiations are initiated by the Company or Principal Shareholder or otherwise) or take any other action to facilitate the efforts of any Person, relating to the possible acquisition of the Company (whether by way of merger, purchase of capital stock, purchase or lease of Assets or otherwise) or any material portion of its capital stock or Assets (any such acquisition being referred to as an "Acquisition Transaction");
(ii) provide information to any Person, other than the Parent or Acquisition Sub, relating to a possible Acquisition Transaction;
(iii) enter into an agreement with any Person, other than the Parent or Acquisition Sub, relating to or providing for a possible Acquisition Transaction;
(iv) consummate an Acquisition Transaction with any Person other than the Parent or Acquisition Sub; or
(v) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Transaction, unless the Parent or Acquisition Sub are a party to such Acquisition Transaction.
Negotiation with Others. From and after the date hereof until the Closing, or the termination of this Agreement pursuant to Article X, the Shareholders and the Company shall not, and each shall cause its officers, directors, Affiliates, representatives and agents not to, directly or indirectly, (i) take any action to solicit or initiate any Acquisition Proposal, (ii) continue, initiate or engage in negotiations or discussions relating to an Acquisition Proposal with, or disclose or provide any non-public information or Confidential or Proprietary Information (other than in the ordinary course of business or otherwise required by Law, Order or similar compulsion) relating to the Company or any Person other than the parties hereto and their respective representatives or (iii) enter into any written or oral agreement or understanding with any Person (other than Purchaser) regarding an Acquisition Proposal. If the Shareholders or the Company receives any bona fide unsolicited offer or proposal to enter into negotiations relating to any Acquisition Proposal, such party shall promptly notify Purchaser of such offer or proposal and the general economic terms of such offer or proposal and shall furnish a copy of any written offer or proposal thereto.
Negotiation with Others. 46 7.4 PREPARATION OF S-4; OTHER FILINGS ............... 47 7.5
Negotiation with Others. (a) Neither the Company nor any Company Subsidiary shall, through any officer, director, employee, representative, agent or direct or indirect stockholder of the Company or any Company Subsidiary, directly or indirectly, take any action to (i) encourage, initiate or solicit the submission of any proposal that constitutes an Acquisition Proposal, (ii) enter into any agreement with respect to or accept any Acquisition Proposal; or (iii) encourage, initiate or solicit the making of any proposal that constitutes or may reasonably be expected to lead to, an Acquisition Proposal; provided, however, that nothing contained in this Section 7.10 shall prohibit the Company, or its Board of Directors, from making any disclosure to its stockholders that, in the judgment of its Board of Directors in accordance with, and based upon, the advice of independent legal counsel, is required under applicable law.
Negotiation with Others. The Seller agrees that from the date hereof until the Closing Date or the termination of this Agreement pursuant to Article XIII, it will not, directly or indirectly, negotiate with any Person not a party hereto or not affiliated with a party hereto with respect to a merger, consolidation, asset purchase or any similar transaction with any such Person regarding the Business or the Transferred Assets.
Negotiation with Others. The Shareholders agree that from the date hereof until the Closing Date or the termination of this Agreement pursuant to Article 9 none of the Shareholders nor any Affiliate of the Shareholders will, directly or indirectly, negotiate with any Person not a party hereto or not affiliated with a party hereto with respect to a sale or disposition of the Company or Subsidiaries or authorize or encourage any other Person to do the same. During such period, the Shareholders will return without discussion all offers or proposals for the acquisition of the Shares or any of the operating assets of the Company or its Subsidiaries.
Negotiation with Others. Until March 25, 2000, Seller shall not ----------------------- (nor will it permit any of its directors, stockholders, employees, agents, representatives or affiliates to),directly or indirectly, take any of the following actions with any party other than Purchaser and its designees: (i) solicit, encourage, initiate or participate in any negotiations or discussions with respect to any offer or proposal to acquire all or substantially all of Seller' business and properties whether by merger, purchase of assets or equity interest, tender offer or otherwise, or the sale, transfer or issuance of any equity interests of Seller, (ii) disclose any information not customarily disclosed to any person concerning Seller' business and properties or afford to any person or entity access to its properties, books or records in connection with a transaction of the type referred to in clause (i), or (iii) assist or cooperate with any person to make any proposal to consummate a transaction of the type referred to in clause (i). In the event Seller shall receive any offer or proposal, directly or indirectly, of the type referred to in clause (i) or (iii) above, or any request for disclosure or access pursuant to clause (ii) above, it shall immediately inform Purchaser as to any such offer or proposal and will cooperate with Purchaser by furnishing any information with respect to such offer or proposal it may reasonably request.
Negotiation with Others. (a) During the period (the "Exclusivity Period") commencing on January 1, 2005, and ending on the first to occur of (a) the 120th day following January 1, 2005, and (b) the termination of this Agreement pursuant to Section 9.1(i), the Company and the Stockholders will not, either directly or indirectly through their respective representatives, submit, solicit, initiate, or discuss any proposal or offer from or to any person other than the Purchaser, or engage in any discussions that could lead to any proposal or offer from or to any person other than the Purchaser, regarding any possible sale, acquisition, reorganization, recapitalization, or other similar transaction involving the Company or any of its subsidiaries (whether by way of stock sale, sale of all or any material portion of assets, merger, consolidation or otherwise), or any stock sale or issuance or debt and/or equity financing involving the Company or any of its subsidiaries (each, a "Possible Transaction"), unless consented to in writing by the Purchaser. If, during the Exclusivity Period, any of the Stockholders (whether in an individual capacity or as an officer or representative of the Company) is contacted by any other person or receives from any other person any written offer or proposal in connection with a Possible Transaction, the Company will promptly notify the Purchaser thereof, including any details and the identity of the person making any such offer or proposal and a copy thereof. During the Exclusivity Period, the Company will, and the Stockholders will cause the Company to, continue to operate its business in the ordinary course, unless otherwise consented to by the Purchaser.
(b) The parties recognize and acknowledge that a breach of this Section 6.4 will cause irreparable and material loss and damage to the non-breaching party as to which it will not have an adequate remedy at law or in equity. Accordingly, each party acknowledges and agrees that the issuance of an injunction or other equitable remedy is an appropriate remedy for any such breach.
