Negotiation with Others. During the Executory Period, the Company shall not (and the Company shall not permit the Company's employees, directors, officers, advisors, consultants or agents to), and the Stockholder shall not (and the Stockholder shall not permit the Stockholder's managers, members, employees, directors, officers, advisors, consultants or agents to), directly or indirectly: (i) solicit, initiate or engage in any discussions or negotiations with, whether or not initiated by the Company or the Stockholder, or provide any information to, or take any other action with the intent to facilitate the efforts of, any third party relating to any possible agreement (whether binding or in principle) or other arrangement involving (1) the acquisition of the Company or Phase Three (whether by way of merger, purchase of capital stock, purchase of assets or otherwise); (2) any financing of, or investment in, including the purchase of any capital stock in, the Company or Phase Three; (3) the sale, license, disposition or encumbrance of any substantial portion of the assets of the Company or Phase Three; or (4) any action or agreement that would otherwise be inconsistent with the terms of this Agreement, the Certificate of Merger or the Related Agreements or that would prohibit the performance of the Company's or the Stockholder's obligations under this Agreement, the Certificate of Merger or the Related Agreements (each, a "Prohibited Transaction"); or (ii) authorize or consummate a Prohibited Transaction. In addition, upon execution and delivery of this Agreement, the Company and the Stockholder shall: (i) terminate any and all discussions, if any, it or they may be having regarding a Prohibited Transaction; and (ii) immediately notify Parent in writing if it or they thereafter receive any inquiries or offers from any person or entity regarding a Prohibited Transaction, which notice shall contain the identity of such person or entity, the nature of the Prohibited Transaction proposed and the material terms of the proposal.
Negotiation with Others. (a) During the Executory Period, neither Party (which solely for purposes of this Section 6.4 shall include The T Partnership or any of its partners) shall, and neither Party shall permit any agent or other representative of such Party 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 Party or otherwise) or take any other action to facilitate the efforts of any person, relating to the possible acquisition of a Party (whether by way of merger, purchase of capital stock, purchase 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 a Party, relating to a possible Acquisition Transaction; (iii) enter into an agreement with any person, other than a Party, relating to a possible Acquisition Transaction; (iv) consummate an Acquisition Transaction with any person other than a Party or enter into an agreement with any person, other than a Party, providing for a possible Acquisition Transaction; or (v) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Transaction, unless all Parties are a party to such Acquisition Transaction; provided, however, that -------- ------- nothing contained herein shall prohibit the Board of Directors of the Company or Parent, respectively, from furnishing information to, or entering into discussions or negotiations with (i) any unaffiliated third party that makes or is proposing to make an unsolicited written, bona fide offer with respect to an Acquisition Transaction, if the Board of Directors of the Company or Parent, respectively, based upon the written advice of outside legal counsel, respectively, determines in good faith that such action is necessary for the Board of Directors of the Company or Parent, respectively, to comply with its fiduciary duties under applicable law (such unsolicited written, bona fide offer being referred to herein as a "Superior Proposal") and prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company or Parent provides, respectively, written notice to the other Party, and (ii) such parties who have made proposals, formal or informal, which may become a Superior Proposal as to which either Company or Parent has advised the oth...
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. 47 7.4 PREPARATION OF S-4; OTHER FILINGS............................................47 7.5
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:
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 Companies 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 any Company or its Subsidiaries.
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 180th day following January 1, 2005, and (b) the termination of this Agreement pursuant to Section 9.1(i), the Company and the Stockholder 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 Stockholder or 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 Stockholder will cause the Company to, continue to operate its business in the ordinary course, unless otherwise consented to by the Purchaser.
Negotiation with Others. (a) During the Pre-Closing Period, the Company shall not, and it shall cause its officers, directors or employees not to, directly or indirectly, (i) solicit, initiate, encourage or induce the making of any Acquisition Transaction, (ii) furnish information regarding the Company in connection with an Acquisition Proposal or potential Acquisition Transaction, (iii) negotiate or engage in discussions with any third party with respect to any Acquisition Transaction, (iv) approve, endorse or recommend any Acquisition Transaction or (v) enter into any letter of intent, contract or other instrument related directly or indirectly to any Acquisition Transaction or contracts with advisors or consultants.
