No Inconsistent Negotiations. Seller shall not and shall not authorize or permit any of its Affiliates or any officer, director, employee, investment banker, attorney or other adviser or representative of Seller to sell, dispose of or encumber the Assets, or any material portion thereof, or consider or solicit any offers, engage in any negotiations, or make any agreements with respect to the sale or disposition of the Assets or any material portion thereof. Seller shall inform other persons with which it has been discussing the possible sale of the Assets that Seller has entered into this Agreement, and Seller shall notify Buyer promptly in writing following receipt of any unsolicited inquiries or offers with respect to the foregoing.
No Inconsistent Negotiations. Neither the Company nor the Stockholders shall, nor shall any of them authorize or knowingly permit any director, officer, employee or other agent of the Company, directly or indirectly, to (i) take any action to solicit, initiate or encourage the submission of a Proposal; (ii) participate in any negotiations regarding, or furnish to any other person, entity or group any nonpublic information with respect to, a Proposal, or (iii) otherwise cooperate in any way with, or assist or participate in, facilitate, or encourage, any effort or attempt by any other person, entity or group to make a Proposal to the Stockholders or the Company. In addition, the Company and the Stockholders shall use reasonable efforts to cause any financial advisor engaged by the Company or the Stockholders for any purpose within the past twelve (12) months to refrain from taking any of the actions referred to in clause (i) or (ii) of the immediately preceding sentence. The Company and the Stockholders shall immediately cease any existing discussions or negotiations with any parties (other than Buyer) conducted heretofore with respect to any of the foregoing. The Company or the Stockholders shall notify Buyer promptly if any Proposal, or any inquiry or contact with any person with respect thereto, is made and shall, in any such notice to Buyer, indicate in reasonable detail the identity of the offeror and the terms and conditions of the Proposal, including the proposed financing for such Proposal if contained therein. The Company and the Stockholders shall respond to any such Proposal only to the extent consistent with their obligations under this Purchase Agreement.
No Inconsistent Negotiations. 9 3.5. News Releases........................................................................9 3.6.
No Inconsistent Negotiations. Subject to fiduciary obligations under law as advised by counsel in writing, through the Closing Date, neither HeadHunter nor the Shareholder shall take any of the following actions, or permit any agent of HeadHunter, directly or indirectly, to take any of the following actions:
No Inconsistent Negotiations. The Company shall immediately cease any existing discussions or negotiations with any parties conducted prior to the date of this Agreement in respect of the acquisition of all or substantially all of the business of the Company or any Subsidiary, whether by sale of Assets or shares of capital stock, or by merger, consolidation, or similar transaction (collectively, an "Acquisition Transaction"). The Company shall not, and shall not permit its officers, employees, representatives or agents to, directly or indirectly, (i) solicit or initiate discussions or negotiations with, or provide any nonpublic information to, any person other than Tracor or its Affiliates concerning an Acquisition Transaction, or (ii) otherwise solicit or initiate inquiries or the submission of any Proposal contemplating an Acquisition Transaction. The Company shall promptly communicate to Tracor the terms, including the identity of the Person making such Proposal, of any inquiry or Proposal which it may receive in respect of an Acquisition Transaction. Nothing contained in this Agreement shall be construed to prohibit the Board of Directors of the Company from any or all of the following, if the Board of Directors of the Company is advised by its legal counsel that the failure to so act could involve a breach of fiduciary duty on the part of the Board of Directors: (a) engaging in discussions or negotiations with, and providing nonpublic information to, any person other than Tracor or its Affiliates which has initiated discussions or negotiations, or made an unsolicited inquiry or Proposal, concerning an Acquisition Transaction (including other parties solicited by the Company prior to the date of this Agreement), (b) withdrawing, modifying or refraining from making its recommendation to the shareholders of the Company of the Merger, and (c) accepting an offer for an Acquisition Transaction which the Board of Directors of the Company believes is more favorable to the Company or to its shareholders than the Merger ("Superior Transaction") and recommending the Superior Transaction to the shareholders of the Company.
No Inconsistent Negotiations. 7 3.05 News Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3.06
No Inconsistent Negotiations. Subject to fiduciary obligations under Law as advised by counsel in writing, and except for Principals, Hemagen shall not permit or authorize any director, officer, employee or other agent of the Company, or Hemagen, directly or indirectly, to
No Inconsistent Negotiations. 3.5. NEWS RELEASES........................................................... 3.6.
No Inconsistent Negotiations. Neither Company nor any of the Partners shall, nor shall any of them permit or authorize any officer, employee or other agent of Company, or any of the Partners, directly or indirectly, to
No Inconsistent Negotiations. 7 3.05 Public Announcements...................................................7 3.06 Employees..............................................................7 3.07
