Termination of Discussions. The Company shall, and shall cause its Affiliates and their respective Representatives to, immediately cease and cause to be terminated any such negotiations and discussions with third parties (other than Acquiror and its Representatives) regarding (i) any acquisition, sale, or transfer of all or any material portion of the business, properties, assets or technologies of the Company, or any amount of Company Securities, whether or not outstanding (in each case, other than in connection with the exercise of Company Options outstanding as of the Agreement Date or the conversion of Company Preferred Stock in accordance with the Charter Documents), in any case whether by merger, consolidation, amalgamation, purchase of assets or stock, tender or exchange offer, license or otherwise (other than the sale of products and services in the ordinary course of business consistent with past practice or the licensing of Intellectual Property Rights in connection therewith), (ii) any joint venture or other strategic investment in or involving the Company (other than any ongoing commercial or strategic relationship in the ordinary course of business consistent with past practice), including any new debt, equity, or other financing or investment, or recapitalization of the Company, or (iii) any similar transaction that is not in the ordinary course of business (each of the transactions described in the preceding clauses (i), (ii) and (iii) being referred to herein as an “Alternative Transaction”).
Termination of Discussions. WICOR shall immediately cease and -------------------------- cause to be terminated all existing discussions and negotiations, if any, with any Persons with respect to any Other Transaction, except that WICOR may notify such other Persons that the discussions and negotiations are terminated. WICOR will not release any Person from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person.
Termination of Discussions. If either Party decides that it does not wish to proceed with a Possible Transaction, it will promptly inform the other Party of that decision. In that case, or at any time upon the request of a Provider for any reason, a Recipient will, promptly after receipt of such notice or request, destroy all Evaluation Material in any way relating to the Provider or its products, services, employees or other assets or liabilities, and no copy or extract thereof (including electronic copies) shall be retained. Notwithstanding the foregoing, (i) a Recipient shall not be required to delete, erase or destroy any Evaluation Material contained in an archived computer backup system stored as a result of automated back-up procedures, and (ii) a Recipient may retain one copy of the Evaluation Material in its Office of the General Counsel solely for record-keeping purposes. The Recipient shall provide to the Provider a certificate of compliance with this provision. Notwithstanding the destruction or retention of the Evaluation Material, the Recipient and its Representatives will continue to be bound by such Recipient’s obligations hereunder with respect to such Evaluation Material.
Termination of Discussions. If either party decides that it does not wish to proceed with a Transaction with the other party, the party so deciding will inform the other party of that decision. In that case, or at any time upon the written request of either disclosing party for any reason, each receiving party will promptly deliver to the disclosing party or destroy all Evaluation Material that was furnished to the receiving party or its Representatives by or on behalf of the disclosing party, by whichever method requested by the disclosing party, pursuant hereto. In the event of such a decision for request, all other copies, extracts and summaries of the disclosing party's Evaluation Material prepared by the receiving party shall be destroyed and, except as provided herein, no copy thereof shall be retained. In no event shall the receiving party be obligated to disclose or provide the copies, extracts and summaries of the disclosing party's Evaluation Material prepared by it or its Representatives to the disclosing party. Notwithstanding the foregoing, the receiving party may retain one (1) copy of the disclosing party's Evaluation Material solely for purposes of monitoring its compliance with this
Termination of Discussions. Each Party hereby represents and warrants to the other Parties that as of the date hereof such Party and its Subsidiaries, representatives, directors, officers, agents and Affiliates have terminated all discussions and negotiations with third parties respecting any proposal to acquire (whether by merger, purchase of stock, purchase of assets or otherwise) all or substantially all or any significant part of the business, properties, capital stock or capital stock equivalents of ACL and its Subsidiaries or the Vectura Parties and their Subsidiaries other than Maritrend, Inc., as applicable (an "Acquisition Proposal") and is not a party to or bound by any agreement for an Acquisition Proposal (other than a confidentiality agreement) other than pursuant to the terms and conditions of this Agreement.
Termination of Discussions. Upon execution and delivery of this Agreement, the Company and its Subsidiaries shall, and shall cause their respective Representatives to, immediately cease and cause to be terminated, and shall not authorize or knowingly permit any of the Company’s or its Subsidiaries’ Representatives to continue, any and all existing activities, discussions or negotiations with any Third Party conducted heretofore with respect to any Acquisition Proposal or Acquisition Transaction, and shall terminate all access granted to any such Third Party to any physical or electronic data room (subject to the Company’s right to subsequently provide access to any such physical or electronic data room pursuant to Section 6.2(b)).
Termination of Discussions. As of the Agreement Date, the Company shall, and shall cause its Representatives to, immediately terminate and cease and suspend any existing communication, activities, discussions or negotiations (including termination of access to the VDR) with any Person or entity (other than Acquiror or its Representatives) regarding (i) any transfer or sale of all or substantially all of the assets of the Business that would conflict with the Asset Purchase or (ii) any joint venture or other strategic transaction with or involving the Business, the Transferred Assets or the Licensed IP (each of the transactions described in the preceding clauses (i) and (ii) being referred to herein as an “Alternative Transaction”).
Termination of Discussions. Following termination of discussions regarding a Possible Transaction, upon the request (which request shall be made within a reasonable time after such termination of discussions) of the Disclosing Party for any reason, Recipient will, at Recipient’s option, either deliver to the Disclosing Party or destroy (which destruction shall be certified in writing by an officer of Recipient) all Confidential Information furnished to Recipient or its Representatives by or on behalf of the Disclosing Party pursuant hereto and the portion of all other Confidential Information prepared by Recipient or its Representatives which contains Confidential Information furnished to Recipient or its Representatives by or on behalf of the Disclosing Party; provided, however, that Recipient and its Representatives (i) may each retain one copy of the Disclosing Party’s Confidential Information for recordkeeping purposes and for the purposes of defending its rights and obligations hereunder and (ii) will not be required to return or destroy any computer or other electronic hardware or systems, to render any electronic data irrecoverable or to disable or otherwise modify any existing electronic data backup procedures. Notwithstanding the return or destruction of the Confidential Information, Recipient and its Representatives will continue to be bound by the obligations of confidentiality and other obligations hereunder.
Termination of Discussions. Upon execution and delivery of this Agreement, the Company and its Subsidiaries shall, and shall cause their respective Representatives to, immediately cease and cause to be terminated, and shall not authorize or knowingly permit any of the Company’s or its Subsidiaries’ Representatives to continue, any and all existing activities, discussions or negotiations with any Third Party conducted heretofore with respect to any Acquisition Proposal or Acquisition Transaction, and shall terminate all access granted to any such Third Party to any physical or electronic data room (subject to the Company’s right to subsequently provide access to any such physical or electronic data room but solely to the extent permitted by Section 6.2(b)). The Company shall promptly request that all confidential information that has been delivered, provided or furnished by or on behalf of the Company, as the case may be, within the two-year period prior to the date hereof (whether or not pursuant to a binding confidentiality, non-disclosure or other similar agreement) in connection with any consideration, discussions or negotiations regarding a potential Acquisition Proposal or Acquisition Transaction be returned or destroyed.
Termination of Discussions. ZERO shall immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any parties conducted prior to the date of this Agreement with respect to any Other Transaction, except that ZERO may notify such other parties that the discussions and negotiations are terminated.
