Common use of Negotiation with Others Clause in Contracts

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. (Aa) Until the earlier of the Closing Date or December 31, 1996, the The Company shall not, and it shall not authorize or permit any of its subsidiaries, officers, directors or employeesemployees or any of its or its subsidiaries' Representatives, directly or indirectly, to (i) solicit, initiate or knowingly encourage or induce the making of any Acquisition Proposal (as defined in Section 2.187.1), (ii) furnish non-public 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 (other than a nondisclosure agreement entered into in accordance with Section 4.4(c) or contracts with advisors or consultants. ). Notwithstanding the foregoing, nothing in this Section 4.4 shall be construed to prohibit the Company or its Board of Directors from taking any actions or permitting any actions described above (B) Until the earlier of the Closing Date or December 31, 1996, each Shareholder shall not, directly or indirectly, other than any action described in clause (i) solicit, initiate or knowingly encourage or induce the making of any Acquisition Proposal (as defined in Section 2.18), (iiabove) 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 ProposalProposal to the extent that the Board of Directors of the Company shall conclude in good faith, based upon the advice of its outside counsel, that such action is required in order for the Board of Directors of the Company to act in a manner that is consistent with its fiduciary obligations under applicable law (iv) approvePROVIDED that, endorse or recommend any Acquisition Proposal or (v) enter into in the event any letter of intent, contract or other instrument related directly or indirectly to of the type described in clause (v) of the preceding sentence is entered into, the consummation of any transaction contemplated by the Acquisition Proposal or contracts with advisors or consultantsto which such instrument relates must be expressly conditioned upon the prior and valid termination of this Agreement and the payment of any fee due under Article 7 hereof). (Cb) The Company or, as applicable a Shareholder, shall promptly immediately advise ADAC PacifiCare orally and in writing of the receipt of any Acquisition Proposal or any inquiry relating to an Acquisition Proposal prior to the Effective Time, including a full description of the terms of such Acquisition Proposal. (Dc) Notwithstanding anything to the contrary contained herein, the Company shall not furnish any information to any third party pursuant to clause (ii) of the first sentence of Section 4.4(a) unless such third party has executed and delivered to the Company a nondisclosure agreement that is not substantially less restrictive than the nondisclosure agreement then in effect between the Company and PacifiCare. (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 ProposalProposal and shall request the return or destruction of all information previously disclosed to such parties in accordance with the terms of any confidentiality agreements with such parties, and the Company shall immediately demand the return of all financial and other use commercially reasonable efforts to ensure that such information furnished to such partiesis returned or destroyed.

Negotiation with Others. (A) Until From and after the date of this Agreement until the earlier of the Closing Date Effective Time or December 31the termination of this Agreement in accordance with its terms, 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 REI shall not, directly or indirectly, (ia) solicit, initiate discussions or knowingly encourage engage in negotiations with any person (whether such negotiations are initiated by REI or induce otherwise) or take any other action intended or designed to facilitate the making efforts of any person, other than HomeSeekers, relating to the possible acquisition of REI (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets (with any such efforts by any such person, including without limitation a firm proposal to make such an acquisition, to be referred to as an "Acquisition Proposal (as defined in Section 2.18Proposal"), (iib) furnish provide information regarding the Company or with respect to REI to any of its subsidiaries in connection with an person, other than HomeSeekers, relating to a possible Acquisition Proposal or potential by any person, other than HomeSeekers, (c) enter into an agreement with any person, other than HomeSeekers, providing for a possible Acquisition Proposal, or (iiid) negotiate make or engage authorize any statement, recommendation or solicitation in discussions with support of any third party with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any possible Acquisition Proposal or (v) enter into by any letter of intentperson other than by HomeSeekers. In addition, contract or other instrument related directly or indirectly REI agrees 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 any and cause to be terminated any all existing activities, discussions or negotiations with any parties existing as conducted prior to the date hereof with respect to the foregoing. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Board of Directors of REI (or its agents pursuant to its instruction) from taking any of the date following actions: if REI shall receive from a third party an unsolicited written proposal from a third party to acquire 100% of REI and its entire business through a merger, consolidation, stock purchase, purchase of all or substantially all of its assets, or otherwise, and (ii) if the Board of Directors has made a good faith determination, based upon the advice of its legal counsel set forth in a written opinion or memorandum from such counsel that it would be a violation of its fiduciary duties to the shareholders of REI to do otherwise, REI may, without breaching this Section 6.5, furnish information to and enter into negotiations with such third party. Further, if in the reasonable good faith judgment of the REI Board of Directors any such written proposal is reasonably likely to be consummated and is more favorable to the shareholders of REI from a financial perspective than the terms of the Merger (a "Superior Proposal"), nothing contained in this Agreement shall prevent the REI Board of Directors from approving, accepting and recommending to the shareholders of REI a Superior Proposal, if the Board of Directors has made a good faith determination, based upon the advice of its legal counsel set forth in the written opinion or memorandum from such counsel, that it would be a violation of its fiduciary duties to the shareholders of REI to do otherwise; provided that in each such event REI notifies HomeSeekers of such determination by the REI Board of Directors and provides HomeSeekers with a true and complete copy of the Superior Proposal received from such third party and of all documents containing or referring to information of REI that is supplied to such third party. Except to the extent expressly referenced in this Section 6.5, nothing in this Section 6.5 shall relieve REI from complying with the other terms of this Agreement and that relate to any Acquisition ProposalAgreement, and including, without limitation, the Company shall immediately demand the return provisions of all financial and other information furnished to such partiesSection 6.2.

Negotiation with Others. (A) Until During 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 period between the date of this Agreement and that relate the earlier to occur of the Closing or the termination of this Agreement pursuant to Section ------- 9.1, none of the MRM Sellers or the Companies or their respective Affiliates --- (collectively, the "Specified Parties") shall, or shall permit any agent or ----------------- other representative of any of the Specified Parties to, directly or indirectly: (a) solicit, initiate or engage in discussions or negotiations with any Person other than Purchaser or its Affiliates or their respective directors, officers, employees, representatives or agents (whether such negotiations are initiated by any of the Specified Parties or otherwise), or intentionally take any other action to facilitate the efforts of any Person, other than Purchaser or its Affiliates, relating to the possible acquisition of any of the Companies, whether by way of merger or consolidation, purchase of capital stock, purchase or lease of assets (excluding sales of assets in the ordinary course of business not in violation of other provisions of this Agreement) or otherwise, or of any portion of the capital stock or assets (excluding sales of assets in the ordinary course of business not in violation of other provisions of this Agreement) of the Companies, other than as permitted under this Agreement (any such acquisition being referred to as an "Acquisition ----------- Transaction"); ----------- (b) provide non-public information to any Person, other than to Purchaser or its Affiliates, relating to a possible Acquisition ProposalTransaction; (c) enter into an agreement with any Person, and the Company shall immediately demand the return other than Purchaser or any of all financial and its Affiliates, relating to or providing for a possible Acquisition Transaction; (d) consummate an Acquisition Transaction with any Person other information furnished to such partiesthan Purchaser or any of its Affiliates; or (e) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Transaction not involving Purchaser or its Affiliates.

Negotiation with Others. (A) Until During the earlier of the Closing Date or December 31, 1996Execution Period, the Company shall notnot authorize, and it shall not authorize cause or permit any of its the Company’s Stockholders, employees, directors, officers, directors advisors, consultants or employeesagents 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 of the Company Capital Stock) or financing of the Company; or (iii) a sale, assignment, transfer, license, disposal of or encumbrance upon any material asset, right or property of the Company (including, without limitation, any of the Company’s proprietary technology or 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 the Company of its 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, the Company shall: (x) terminate any and all discussions, negotiations or agreements, if any, they may be having regarding a Prohibited Transaction; and (y) immediately notify Parent in writing if it thereafter receives any inquiries or offers, directly or indirectly, from any Person regarding a Prohibited Transaction, which notice shall be sufficiently detailed as to (i) solicit, initiate or knowingly encourage or induce identify 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 nature and structure of the Closing Date or December 31, 1996, each Shareholder shall not, directly or indirectly, (i) solicit, initiate or knowingly encourage or induce Prohibited Transaction as proposed and to confirm that the making of any Acquisition Proposal (as defined in Section 2.18), (ii) furnish information inquiry 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 ProposalProhibited Transaction was definitively rejected, and the Company shall refuse to discuss and immediately demand reject such inquiry or offer. Neither the return Company nor any of all financial its Stockholders, officers, directors, employees, representatives or agents, including any investment banker, attorney or accountant engaged by any of them, shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect in relation to an Prohibited Transaction. The Company shall cause its Stockholders, officers, directors, agents, advisors and other information furnished representatives to such partiescomply with the provisions of this Section 5.5.

Negotiation with Others. (A) Until From and after the date of this Agreement until the earlier of the Closing Date Effective Time or December 31the termination of this Agreement in accordance with its terms, 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 Terradatum shall not, directly or indirectly, (ia) solicit, initiate discussions or knowingly encourage engage in negotiations with any person (whether such negotiations are initiated by Terradatum or induce otherwise) or take any other action intended or designed to facilitate the making efforts of any person, other than HomeSeekers, relating to the possible acquisition of Terradatum (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets (with any such efforts by any such person, including without limitation a firm proposal to make such an acquisition, to be referred to as an "Acquisition Proposal (as defined in Section 2.18Proposal"), (iib) furnish provide information regarding the Company or with respect to Terradatum to any of its subsidiaries in connection with an person, other than HomeSeekers, relating to a possible Acquisition Proposal or potential by any person, other than HomeSeekers, (c) enter into an agreement with any person, other than HomeSeekers, providing for a possible Acquisition Proposal, or (iiid) negotiate make or engage authorize any statement, recommendation or solicitation in discussions with support of any third party with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any possible Acquisition Proposal or (v) enter into by any letter of intentperson other than by HomeSeekers. In addition, contract or other instrument related directly or indirectly Terradatum agrees 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 any and cause to be terminated any all existing activities, discussions or negotiations with any parties existing as conducted prior to the date hereof with respect to the foregoing. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the managers of Terradatum (or its agents pursuant to its instruction) from taking any of the date following actions: if Terradatum shall receive from a third party an unsolicited written proposal from a third party to acquire 100% of Terradatum and its entire business through a merger, consolidation, stock purchase, purchase of all or substantially all of its assets, or otherwise, and (ii) if the managers have made a good faith determination, based upon the advice of its legal counsel set forth in a written opinion or memorandum from such counsel that it would be a violation of its fiduciary duties to the members of Terradatum to do otherwise, Terradatum may, without breaching this Section 4.7, furnish information to and enter into negotiations with such third party. Further, if in the reasonable good faith judgment of the Terradatum managers any such written proposal is reasonably likely to be consummated and is more favorable to the members of Terradatum from a financial perspective than the terms of the Merger (a "Superior Proposal"), nothing contained in this Agreement shall prevent the Terradatum managers from approving, accepting and recommending to the members of Terradatum a Superior Proposal, if the Terradatum managers have made a good faith determination, based upon the advice of its legal counsel set forth in the written opinion or memorandum from such counsel, that it would be a violation of its fiduciary duties to the members of Terradatum to do otherwise; provided that in each such event Terradatum notifies HomeSeekers of such determination by the Terradatum managers and provides HomeSeekers with a true and complete copy of the Superior Proposal received from such third party and of all documents containing or referring to information of Terradatum that is supplied to such third party. Except to the extent expressly referenced in this Section 6.7, nothing in this Section 6.7 shall relieve Terradatum from complying with the other terms of this Agreement and that relate to any Acquisition ProposalAgreement, and including, without limitation, the Company shall immediately demand the return provisions of all financial and other information furnished to such partiesSection 6.2.

Negotiation with Others. From and after the date of this Agreement until the Closing, Venturian and its affiliates shall not directly or indirectly: (Aa) Until solicit, initiate discussions or engage in negotiations with any person or entity, or take any action to facilitate the earlier efforts of any person or entity, other than Purchaser, relating to the possible acquisition of all or a substantial part of the Closing Date Business (whether by way of merger, purchase or December 31capital stock, 1996purchase of assets or otherwise), other than IPM; (b) Except for information furnished to Purchaser or to third parties required for Venturian and its affiliates to obtain all necessary consents in connection with the Company shall nottransactions contemplated by this Agreement provide information with respect to the Seller to any person or entity, and it shall not other than Purchaser, relating to the possible acquisition of all or a substantial part of the Business (whether by way of merger, purchase of capital stock, purchase of assets or otherwise), other than IPM; (c) enter into any agreement with any person or entity, other than Purchaser, providing for the possible acquisition of all of a substantial part of the Business (whether by way of merger, purchase of capital stock, purchase of assets or otherwise), other than IPM; or (d) make or authorize any statement, recommendation or permit solicitation in support of any possible acquisition by any person or entity, other than Purchaser, of all or a substantial part of the Business (whether by way of merger, purchase of capital stock, purchase of assets or otherwise), other than IPM. Provided, however, that notwithstanding any other provision hereof, Venturian or any of its officersaffiliates may engage in discussions or negotiations with a third party who (without any solicitation, directors initiation or employeesencouragement, directly or indirectly, to (i) solicit, initiate by or knowingly encourage or induce the making of any Acquisition Proposal (as defined in Section 2.18), (ii) furnish information regarding the Company with Venturian or any of its subsidiaries in connection with an Acquisition Proposal affiliates) seeks to initiate such discussions or potential Acquisition Proposal, (iii) negotiate or engage in discussions with any negotiations and may furnish such third party with respect information concerning Seller and the Business, if (i)(A) the third party has first made a bona fide acquisition proposal to any Acquisition Proposalthe Board of Directors of Venturian or Napco in writing prior to the date upon which this Agreement shall have been approved by the required vote of the Venturian shareholders, which proposal shall be for an amount which exceeds Purchaser's cash purchase price offer by twenty (iv20%) approvepercent, 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 Venturian's Board of Directors concludes in good faith (after consultation with its financial advisor) that the earlier transaction contemplated by such acquisition proposal is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the Closing Date or December 31acquisition proposal and the party making such acquisition proposal, 1996and could, each Shareholder shall notif consummated, directly or indirectlyreasonably be expected to result in a transaction more favorable to Venturian shareholders from a financial point of view than the Merger contemplated by this Agreement (any such acquisition proposal, (i) solicit, initiate or knowingly encourage or induce the making of any Acquisition Proposal (as defined in Section 2.18a "Superior Proposal"), and (C) Venturian's Board of Directors shall have concluded in good faith, after considering applicable provisions of state law, and after consultation with outside counsel, that such action is required for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable law; and (ii) Venturian shall as promptly as practicable notify Purchaser (A) that Venturian or Napco has received a bona fide acquisition proposal from a third party, and (B) that Venturian or Napco is permitted to furnish information regarding the Company to, 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, such third party pursuant to this paragraph. Seller shall provide Purchaser with any parties existing as a written copy of the date Superior Proposal, which shall contain all of the terms, conditions and the name of the entity making such proposal. Purchaser may submit a proposal that modifies the terms of this Agreement and by increasing the purchase price payable hereunder in response to a Superior Proposal ("Modified Offer"). Notwithstanding that relate to any Acquisition Venturian's Board of Directors may recommend that its shareholders adopt a Superior Proposal, and Venturian hereby agrees to submit the Company shall immediately demand terms of this Agreement or Purchaser's Modified Offer to its shareholders in accordance with the return provisions of all financial and other information furnished to Section 8.6 hereof, provided that, such partiesModified Offer equals or exceeds the terms of the Superior Proposal.

Negotiation with Others. (Aa) Until During the earlier Executory Period, neither Party (which solely for purposes of the Closing Date this Section 6.4 shall include The T Partnership or December 31, 1996, the Company shall not, and it shall not authorize or permit any of its officerspartners) shall, directors and neither Party shall permit any agent or employeesother representative of such Party to, directly or indirectly, to : (i) solicit, initiate or knowingly encourage engage in discussions or induce engage in negotiations with any person (whether such negotiations are initiated by the making 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 Proposal (as defined in Section 2.18Transaction"), ; (ii) furnish provide information regarding the Company or to any of its subsidiaries in connection with an person, other than a Party, relating to a possible Acquisition Proposal or potential Acquisition Proposal, Transaction; (iii) negotiate or engage in discussions enter into an agreement with any third party with respect person, other than a Party, relating to any a possible Acquisition Proposal, Transaction; (iv) approveconsummate an Acquisition Transaction with any person other than a Party or enter into an agreement with any person, endorse or recommend any other than a Party, providing for a possible Acquisition Proposal Transaction; or (v) enter into make or authorize any letter statement, recommendation or solicitation in support of intentany possible Acquisition Transaction, contract or other instrument related directly or indirectly unless all Parties are a party to any such Acquisition Proposal or contracts with advisors or consultants. (B) Until Transaction; provided, however, that -------- ------- nothing contained herein shall prohibit the earlier Board of Directors of the Closing Date Company or December 31Parent, 1996respectively, each Shareholder shall notfrom furnishing information to, directly or indirectly, entering into discussions or negotiations with (i) solicitany unaffiliated third party that makes or is proposing to make an unsolicited written, initiate bona fide offer with respect to an Acquisition Transaction, if the Board of Directors of the Company or knowingly encourage 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 induce 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 making of any Acquisition Proposal (as defined in Section 2.18)Company or Parent provides, respectively, written notice to the other Party, and (ii) furnish information regarding 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 other, in writing, prior to the date of this Agreement. If either the Company or Parent receives any of its subsidiaries in connection with an Acquisition Proposal unsolicited offer or potential Acquisition Proposal, (iii) negotiate or engage in discussions with any third party with respect proposal 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 negotiations relating to an Acquisition Proposal prior Transaction, such Party shall notify the other Party thereof, including information as to the Effective Timeidentity of the party making such offer or proposal and the specific terms of such offer or proposal, as the case may be. (Db) The Company During the Executory Period, notwithstanding anything contained herein to the contrary, neither Party shall immediately cease and cause to be enter into or consummate an Acquisition Transaction with a party other than the other Party unless it shall have terminated any discussions or negotiations with any parties existing as of the date of this Agreement and that relate pursuant to any Acquisition Proposal, and the Company shall immediately demand the return of all financial and other information furnished to such partiesSection 11.1(h).

Negotiation with Others. (A) Until During the earlier of Execution Period, neither the Closing Date or December 31, 1996, the Shareholder nor Company shall not, and it they shall not authorize authorize, cause or permit any of its any Shareholder’s or Company’s employees, directors, officers, directors advisors, consultants or employeesagents 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) solicitthe acquisition of Company (whether by way of merger, initiate purchase of capital stock, purchase of assets or knowingly encourage or induce the making of any Acquisition Proposal (as defined in Section 2.18otherwise), ; (ii) furnish information regarding an investment in (including by way of a sale or transfer by the Company Shareholder of all or any portion of its subsidiaries in connection with an Acquisition Proposal the shares of Company Common Stock) or potential Acquisition Proposal, financing of Company; or (iii) negotiate a sale, assignment, transfer, license, disposal of or engage in discussions with encumbrance upon any third party with respect to any Acquisition Proposalmaterial asset, right or property of Company (iv) approveincluding, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intentwithout limitation, 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 Company Intellectual Property) other than non-exclusive licenses granted by Company in its subsidiaries in connection ordinary course of business; or that would otherwise be inconsistent 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 terms of this Agreement or that would prohibit the performance by the Shareholder or 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 that relate delivery of this Agreement, the Shareholder and 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 any Acquisition Proposalidentify the nature and structure of the Prohibited Transaction as proposed, and the Shareholder and Company shall refuse to discuss and immediately demand reject such inquiry or offer. The Shareholder and Company shall cause their respective officers, directors, agents, advisors and representatives to comply with the return provisions of all financial and other information furnished to such partiesthis Section 6.11.

Negotiation with Others. (Aa) Until During the earlier Executory Period, neither Party (which solely for purposes of the Closing Date this Section 6.4 shall include The T Partnership or December 31, 1996, the Company shall not, and it shall not authorize or permit any of its officerspartners) shall, directors and neither Party shall permit any agent or employeesother representative of such Party to, directly or indirectly, to : (i) solicit, initiate or knowingly encourage engage in discussions or induce engage in negotiations with any person (whether such negotiations are initiated by the making 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 Proposal (as defined in Section 2.18Transaction"), ; (ii) furnish provide information regarding the Company or to any of its subsidiaries in connection with an person, other than a Party, relating to a possible Acquisition Proposal or potential Acquisition Proposal, Transaction; (iii) negotiate or engage in discussions enter into an agreement with any third party with respect person, other than a Party, relating to any a possible Acquisition Proposal, Transaction; (iv) approveconsummate an Acquisition Transaction with any person other than a Party or enter into an agreement with any person, endorse or recommend any other than a Party, providing for a possible Acquisition Proposal Transaction; or (v) enter into make or authorize any letter statement, recommendation or solicitation in support of intentany possible Acquisition Transaction, contract or other instrument related directly or indirectly unless all Parties are a party to any such Acquisition Proposal or contracts with advisors or consultants. (B) Until Transaction; provided, however, that nothing contained herein shall prohibit the earlier Board of Directors of the Closing Date Company or December 31Parent, 1996respectively, each Shareholder shall notfrom furnishing information to, directly or indirectly, entering into discussions or negotiations with (i) solicitany unaffiliated third party that makes or is proposing to make an unsolicited written, initiate bona fide offer with respect to an Acquisition Transaction, if the Board of Directors of the Company or knowingly encourage 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 induce 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 making of any Acquisition Proposal (as defined in Section 2.18)Company or Parent provides, respectively, written notice to the other Party, and (ii) furnish information regarding 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 other, in writing, prior to the date of this Agreement. If either the Company or Parent receives any of its subsidiaries in connection with an Acquisition Proposal unsolicited offer or potential Acquisition Proposal, (iii) negotiate or engage in discussions with any third party with respect proposal 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 negotiations relating to an Acquisition Proposal prior Transaction, such Party shall notify the other Party thereof, including information as to the Effective Timeidentity of the party making such offer or proposal and the specific terms of such offer or proposal, as the case may be. (Db) The Company During the Executory Period, notwithstanding anything contained herein to the contrary, neither Party shall immediately cease and cause to be enter into or consummate an Acquisition Transaction with a party other than the other Party unless it shall have terminated any discussions or negotiations with any parties existing as of the date of this Agreement and that relate pursuant to any Acquisition Proposal, and the Company shall immediately demand the return of all financial and other information furnished to such partiesSection 11.1(h).