Common use of No Other VERITAS Negotiations Clause in Contracts

No Other VERITAS Negotiations. (a) VERITAS shall, and shall cause its subsidiaries and its and their subsidiaries' officers, directors or employees or any investment bankers, attorneys or other advisors or representatives retained by any of them, to cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any VERITAS Alternative Proposal (as defined below). From and after October 5, 1998 until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, VERITAS shall not, nor will it authorize or permit any of its subsidiaries or any of its or its subsidiaries' officers, directors or employees or any investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectly, (i) solicit, initiate or encourage the submission of any VERITAS Alternative Proposal, (ii) engage in discussions or negotiations regarding, provide non-public information with respect to, or take any other action intended, designed or reasonably likely to facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to, any VERITAS Alternative Proposal, (iii) enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement with any person with respect to any VERITAS Alternative Proposal, or (iv) make or authorize any statement, recommendation or solicitation in support of any VERITAS Alternative Proposal. For purposes of this Agreement, "VERITAS ALTERNATIVE PROPOSAL" means any inquiry, proposal or offer from any person or "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) relating to any direct or indirect acquisition, sale or other disposition purchase of more than 20% of the assets of VERITAS and its subsidiaries or more than a 35% interest in the total outstanding voting securities of VERITAS or any tender offer or exchange offer that if consummated would result in any person or "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning 35% or more of the total outstanding voting securities of VERITAS or any merger, consolidation, business combination, sale of substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving VERITAS, other than the transactions contemplated by this Agreement, provided, however, that no pending acquisition described in the VERITAS Disclosure Letter and no issuance of VERITAS Common Stock in connection therewith shall be considered a VERITAS Alternative Proposal. (b) Notwithstanding Section 5.20(a), prior to obtaining the approval of the stockholders of VERITAS of this Agreement and the Merger by the requisite vote under A-60 62 applicable law (the "VERITAS STOCKHOLDER APPROVAL"), VERITAS may in response to an unsolicited bona fide VERITAS Alternative Proposal, participate in discussions or negotiations with, furnish information to a third party making such proposal, make or authorize a statement or recommendation in support of solicitation of such proposal, or accept such proposal, if all of the following events shall have occurred: (w) such third party has made a bona fide written proposal to the Board of Directors of VERITAS to consummate a VERITAS Alternative Proposal which proposal identifies a price or range of values to be paid for the outstanding securities or assets of VERITAS and its subsidiaries, (x) if consummated, after consultation with investment bankers of nationally recognized reputation, such Board of Directors has determined that it is reasonably likely to be financially more favorable to the stockholders of VERITAS than the terms of the transactions contemplated by this Agreement, (y) such Board of Directors has determined, after consultation with investment bankers of nationally recognized reputation, that such third party is financially capable of consummating such VERITAS Alternative Proposal; and (z) STI and SSI shall have been notified by VERITAS in writing of such VERITAS Alternative Proposal, including its principal financial and other material terms and conditions, including the identity of the person (and, if relevant, its Affiliates) making such proposal (it being understood that any amendment to the price, identity or material terms shall require an additional notice).

No Other VERITAS Negotiations. (a) VERITAS shall, and shall cause its subsidiaries and its and their subsidiaries' officers, directors or employees or any investment bankers, attorneys or other advisors or representatives retained by any of them, to cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any VERITAS Alternative Proposal (as defined below). From and after October 5, 1998 until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, VERITAS shall not, nor will it authorize or permit any of its subsidiaries or any of its or its subsidiaries' officers, directors or employees or any investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectly, (i) solicit, initiate or encourage the submission of any VERITAS Alternative Proposal, (ii) engage in discussions or negotiations regarding, provide non-public information with respect to, or take any other action intended, designed or reasonably likely to facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to, any VERITAS Alternative Proposal, (iii) enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement with any person with respect to any VERITAS Alternative Proposal, or (iv) make or authorize any statement, recommendation or solicitation in support of any VERITAS Alternative Proposal. For purposes of this Agreement, "VERITAS ALTERNATIVE PROPOSAL" means any inquiry, proposal or offer from any person or "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) relating to any direct or indirect acquisition, sale or other disposition purchase of more than 20% of the assets of VERITAS and its subsidiaries or more than a 35% interest in the total outstanding voting securities of VERITAS or any tender offer or exchange offer that if consummated would result in any person or "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning 35% or more of the total outstanding voting securities of VERITAS or any merger, consolidation, business combination, sale of substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving VERITAS, other than the transactions contemplated by this Agreement, provided, however, that no pending acquisition described in the VERITAS Disclosure Letter and no issuance of VERITAS Common Stock in connection therewith shall be considered a VERITAS Alternative Proposal. (b) Notwithstanding Section 5.20(a), prior to obtaining the approval of the stockholders of VERITAS of this Agreement and the Merger by the requisite vote under A-60 62 applicable law (the "VERITAS STOCKHOLDER APPROVAL"), VERITAS may in response to an unsolicited bona fide VERITAS Alternative Proposal, participate in discussions or negotiations with, furnish information to a third party making such proposal, make or authorize a statement or recommendation in support of solicitation of such proposal, or accept such proposal, if all of the following events shall have occurred: (w) such third party has made a bona fide written proposal to the Board of Directors of VERITAS to consummate a VERITAS Alternative Proposal which proposal identifies a price or range of values to be paid for the outstanding securities or assets of VERITAS and its subsidiaries, (x) if consummated, after consultation with investment bankers of nationally recognized reputation, such Board of Directors has determined that it is reasonably likely to be financially more favorable to the stockholders of VERITAS than the terms of the transactions contemplated by this Agreement, (y) such Board of Directors has determined, after consultation with investment bankers of nationally recognized reputation, that such third party is financially capable of consummating such VERITAS Alternative Proposal; and (z) STI and SSI shall have been notified by VERITAS in writing of such VERITAS Alternative Proposal, including its principal financial and other material terms and conditions, including the identity of the person (and, if relevant, its Affiliates) making such proposal (it being understood that any amendment to the price, identity or material terms shall require an additional notice).

No Other VERITAS Negotiations. (a) VERITAS shall, and shall cause its subsidiaries and its and their subsidiaries' officers, directors or employees or any investment bankers, attorneys or other advisors or representatives retained by any of them, to cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any VERITAS Alternative Proposal (as defined below). From and after October 5, 1998 the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, VERITAS shall not, nor will it authorize or permit any of its subsidiaries or any of its or its subsidiaries' officers, directors or employees or any investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectly, (i) solicit, initiate or encourage the submission of any VERITAS Alternative Proposal, (ii) engage in discussions or negotiations regarding, provide non-public information with respect to, or take any other action intended, designed or reasonably likely to facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to, any VERITAS Alternative Proposal, (iii) enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement with any person with respect to any VERITAS Alternative Proposal, or (iv) make or authorize any statement, recommendation or solicitation in support of any VERITAS Alternative Proposal. For purposes of this Agreement, "VERITAS ALTERNATIVE PROPOSAL" means any inquiry, proposal or offer from any person or "groupGROUP" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) relating to any direct or indirect acquisition, sale or other disposition purchase of more than 20% of the assets of VERITAS and its subsidiaries or more than a 35% interest in the total outstanding voting securities of VERITAS or any tender offer or exchange offer that if consummated would result in any person or "groupGROUP" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning 35% or more of the total outstanding voting securities of VERITAS or any merger, consolidation, business combination, sale of substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving VERITAS, other than the transactions contemplated by this Agreement, provided, however, that no pending acquisition described in the VERITAS Disclosure Letter and no issuance of VERITAS Common Stock in connection therewith shall be considered a VERITAS Alternative Proposal. (b) Notwithstanding Section 5.20(a), prior to obtaining the approval of the stockholders of VERITAS of this Agreement and the Merger by the requisite vote under A-60 62 applicable law (the "VERITAS STOCKHOLDER APPROVAL"), VERITAS may in response to an unsolicited bona fide VERITAS Alternative Proposal, participate in discussions or negotiations with, furnish information to a third party making such proposal, make or authorize a statement or recommendation in support of solicitation of such proposal, or accept such proposal, if all of the following events shall have occurred: (w) such third party has made a bona fide written proposal to the Board of Directors of VERITAS to consummate a VERITAS Alternative Proposal which proposal identifies a price or range of values to be paid for the outstanding securities or assets of VERITAS and its subsidiaries, (x) if consummated, after consultation with investment bankers of nationally recognized reputation, such Board of Directors has determined that it is reasonably likely to be financially more favorable to the stockholders of VERITAS than the terms of the transactions contemplated by this Agreement, (y) such Board of Directors has determined, after consultation with investment bankers of nationally recognized reputation, that such third party is financially capable of consummating such VERITAS Alternative Proposal; and (z) STI and SSI shall have been notified by VERITAS in writing of such VERITAS Alternative Proposal, including its principal financial and other material terms and conditions, including the identity of the person (and, if relevant, its Affiliates) making such proposal (it being understood that any amendment to the price, identity or material terms shall require an additional notice).