Other Potential Bidders. Artistic, its affiliates and their respective officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to a transaction or series of transactions involving the Assets and the Assumed Liabilities to be transferred or assumed hereunder. Artistic, its affiliates and their respective officers, directors, employees, representatives and agents, may, directly or indirectly, furnish information and access, in each case only in response to unsolicited requests therefor made after the date hereof, to any corporation, partnership, person or other entity or group pursuant to confidentiality agreements, and may participate in discussions and negotiate with such entity or group concerning any transaction involving the Assets and the Assumed Liabilities, if such entity or group has submitted a bona fide written proposal to the Board relating to any such transaction and the Board by a majority vote determines that such transaction would be on sub- stantially the same basis as this Agreement and would result in increased aggregate cash consideration being available to the stockholders of Artistic. The Board shall notify ADI immediately if any such proposal is made and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of any proposal and shall keep ADI promptly advised of all material developments in connection therewith. Except as set forth above, neither Artistic or any of its affiliates, nor any of its or their respective officers, directors, employees, representatives or agents shall, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than ADI, any affiliate or associate of ADI or any designee of ADI) concerning any transaction involving the Assets or the Assumed Liabilities. Nothing in this Section 4.2 shall prohibit Artistic from complying with its obligations under the Merger Agreement.
Other Potential Bidders. The Company shall, directly or ----------------------- indirectly, furnish information and access, in each case in response to unsolicited requests therefor, received prior to or after the date of this Agreement, to the same extent permitted by Section 5.01 hereof, to any person or entity pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiate with any such person or entity concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or (any such transaction being referred to herein as a "Competing Transaction"), if the Special Committee determines that such action is appropriate in light of its fiduciary obligations to the Company's stockholders after consultation with counsel. In addition, the Company shall direct its officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such entity or group. Except as set forth above, the Company shall not solicit, participate in or initiate discussion or negotiations with, or provide any information to, any person or entity (other than Newco or its affiliates or associates) concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company.
Other Potential Bidders. 8 Section 4.3
Other Potential Bidders. (a) The Company shall not, directly or indirectly, through any officer, director, employee, representative or agent of the Company or any of its subsidiaries, solicit, facilitate, or encourage (including by way of furnishing information) the initiation of any inquires or proposals regarding a Third Party Acquisition (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"). Nothing contained in this SECTION 8.7(A) or any other provision of this Agreement shall prevent the Board if it determines in its good faith judgment, after consultation with outside legal counsel, that it is required to do so in order to discharge properly its fiduciary duties, from considering, negotiating, approving and recommending to the stockholders of the Company an unsolicited bona fide written Acquisition Proposal which the Board of Directors of the Company determines in its good faith judgment (after consultation with its financial advisors) would result in a transaction more favorable to the Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any Acquisition Proposal meeting such criterion being referred to in this Agreement as a 50 "Superior Proposal"). Nothing in this Agreement shall prohibit the Company from complying with Item 1012 of Regulation M-A under the Exchange Act with respect to any tender offer.
(b) The Company shall promptly, but in no event later than 24 hours, notify Parent after receipt of any Acquisition Proposal or any request for nonpublic information relating to the Company or any of its subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of the Company or any subsidiary by any person that informs the Board that it is considering making, or has made, an Acquisition Proposal. Such notice to Parent shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact.
(c) If the Board receives a request for nonpublic information by a person that makes an unsolicited bona fide Acquisition Proposal and the Board determines that such Acquisition Proposal is a Superior Proposal, then, and only in such case, the Company may, subject to the execution of a confidentiality agreement substantially the same as that then in effect between the Company and Parent, provide such party with access to information re...
Other Potential Bidders. The Company, its affiliates and their respective officers, directors, employees, investment bankers, attorneys and other representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition of all or any material portion of the assets of, or any equity interest in, the Company or any business combination with the Company. Prior to the acceptance for payment of Shares, the Company, directly or indirectly, (a) may furnish information and access, in each case only in response to unsolicited requests therefor, to any corporation, partnership, person or other entity
Other Potential Bidders. 63 6.14. Employees of the Company........................................ 65
Other Potential Bidders. The Company, its affiliates and their respective officers, directors, employees, investment bankers, attorneys and other representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition of all or any material portion of the assets of, or any equity interest in, the Company or any business combination with the Company. Prior to the acceptance for payment of Shares, the Company, directly or indirectly, (a) may furnish information and access, in each case only in response to unsolicited requests therefor, to any corporation, partnership, person or other entity or group pursuant to confidentiality agreements that do not prohibit or restrict disclosure of any matter to the Parent, and (b) may participate in discussions and negotiate with such entity or group concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or any division of the Company, only if such entity or group to which information or access is furnished or discussions or negotiations are held has submitted a written proposal to the Board relating to
Other Potential Bidders. Notwithstanding anything to the contrary in Section 5.10.1 above, the Company may, directly or indirectly, furnish information and access, in each case in response to requests therefor which are not solicited by the Company nor any of its officers or directors or, to the actual knowledge of the Company, the Company's employees, agents or representatives (collectively for purposes of this Section 5.10.2, "Company Contacts") after the date 24 30 hereof (including any such request from any corporation, partnership, person, or other entity or group contacted by the Company Contacts prior to the date hereof), to any corporation, partnership, person, or other entity or group pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiate with such entity or group concerning any merger, sale of assets, sale of shares of Company Capital Stock or similar transaction, if the Company's Board of Directors determines in its good faith judgment that such action is appropriate in furtherance of the best interests of the Stockholders. In addition, the Company shall direct its officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such entity or group.
Other Potential Bidders. 21 Section 4.03. Access to Information...................................
Other Potential Bidders. Descriptive Headings; References.................................................... SECTION 8.9 Parties in Interest................................................................. SECTION 8.11 Beneficiaries....................................................................... SECTION 8.12 Counterparts........................................................................ SECTION 8.13 Obligations......................................................................... SECTION 8.14
