Inquiries and Negotiations. (a) In connection with any Alternative Transaction (as hereinafter defined), from the date hereof until the termination of this Agreement, the Company, the Subsidiaries and their respective officers, directors, employees, representatives and other agents will not, directly or indirectly, solicit or initiate any discussions, submissions of proposals or offers or negotiations with, or continue any pre-existing discussions with, or participate in any negotiations or discussions with, or provide any information or data of any nature whatsoever to, or otherwise cooperate in any other way with, or assist or participate in, facilitate or encourage any effort or attempt by, any person, corporation, entity or "group" (as defined in Section 13(d) of the Exchange Act) other than Parent and its affiliates, representatives and agents (each, a "Third Party"). Notwithstanding the foregoing, if required by the fiduciary duties of the Company's Board of Directors as determined in good faith by the Board of Directors after consultation with counsel, and if solely in connection with a Superior Proposal (as hereinafter defined) or a proposal that is reasonably likely to lead to a Superior Proposal, then but only then may the Company take any of the foregoing actions. The Company shall promptly notify Parent if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations, including discussions or negotiations commenced prior to the date hereof, are sought to be initiated or continued with, the Company in respect of an Alternative Transaction, and shall, in any such notice to Parent, indicate the identity of the Third Party and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter shall keep Parent informed, on a current basis, of all material developments affecting the status and terms of any such proposals or offers or the status of any such discussions or negotiations. Without limiting the generality of the foregoing, the Company shall provide Parent with not less than two business days' notice prior to the execution by the Company of any definitive agreement with respect to any Alternative Transaction or any public announcement relating to the approval of any Alternative Transaction. Prior to furnishing any non-public information to, or entering into negotiations or discussions with, any Third Party, the Company shall obtain an executed confidentia...
Inquiries and Negotiations. Neither the Company nor any of the Subsidiaries, nor any of their respective affiliates, directors, officers, employees, representatives, advisors or agents, shall, directly or indirectly, encourage, solicit or initiate any discussions, submissions of proposals or offers or negotiations with, or, subject to the fiduciary obligations of the Company's Board of Directors under applicable law as advised by counsel, participate in any negotiations or discussions with, or provide any information or data of any nature whatsoever to, or otherwise cooperate in any other way with, or assist or participate in, facilitate or encourage any effort or attempt by, any person, other than Parent and its affiliates, representatives and agents, concerning any merger, consolidation, sale of substantial assets, sale of shares of capital stock or other equity securities, recapitalization, debt restructuring or similar transaction involving the Company or any Subsidiary, or any division of the company or any of the Subsidiaries (such transactions being hereinafter referred to as "Alternative Transactions"). The Company shall immediately notify Parent if any proposal, offer, inquiry or request from, or any discussions or negotiations are sought to be initiated or continued with, the Company in respect of an Alterative Transaction, and shall, in any such notice to Parent, indicate the identity of the offeror and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter shall keep Parent informed of the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement under which the Company is a beneficiary.
Inquiries and Negotiations. Neither the Company nor any of its affiliates, directors, officers, employees, representatives, advisors or agents, shall, directly or indirectly, encourage, solicit or initiate any discussions, submissions of proposals or offers or negotiations with, or, participate in any negotiations or discussions with, or provide any information or data of any nature whatsoever to, or otherwise cooperate in any other way with, or assist or participate in, facilitate or encourage any effort or attempt by, any person, other than Parent and its affiliates, representatives and agents, concerning any merger, consolidation, sale of substantial assets, sale of shares of capital stock or other equity securities, recapitalization, debt restructuring or similar transaction involving the Company or any division of the Company (such transactions being hereinafter referred to as "ALTERNATIVE TRANSACTIONS"). The Company shall immediately notify Parent if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Company in respect of an Alternative Transaction, and shall, in any such notice to Parent, indicate the identity of the offeror and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter shall keep Parent informed of the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a party.
Inquiries and Negotiations. Atlas shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore in respect of the acquisition of all or any substantial part of the business and properties of Atlas and its Subsidiaries, whether by sale of assets or shares of capital stock of Atlas, or by merger, consolidation, recapitalization, liquidation or similar transaction (each, an "Acquisition Transaction"). Atlas 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 non-public information to, any Person other than AAI or its affiliates concerning an Acquisition Transaction, or (ii) otherwise solicit, initiate or encourage inquiries or the submissions or any proposal contemplating an Acquisition Transaction. Atlas shall promptly communicate to AAI the terms of any inquiry or proposal which it may receive in respect of an Acquisition Transaction, or has received or solicited, directly or indirectly since June 1, 1998. Atlas's notification under this Section shall include the identity of the Person making such proposal or any other such information with respect thereto as AAI may reasonably request. Nothing contained in this Agreement shall be construed to prohibit Atlas from (a) if advised in writing by counsel to be required by fiduciary obligations under applicable law, providing non-public information to, and participating in negotiations with, a Person who has made a bona fide offer to effect an Acquisition Transaction for a purchase price in excess of the Equity Consideration and (b) accepting an offer for an Acquisition Transaction which the Board of Directors of Atlas, on the advice in writing of its financial advisor, believes is more favorable to the Shareholders than the Merger contemplated hereby. If another offer is accepted pursuant to clause (b) above, Atlas shall immediately upon acceptance of such offer pay to RAI Seven Million Dollars ($7,000,000) as liquidated damages. THE PARTIES HEREBY ACKNOWLEDGE THAT THE EXTENT OF DAMAGES TO RAI AND AAI OCCASIONED BY THE FAILURE OF THIS TRANSACTION TO BE CONSUMMATED WOULD BE IMPOSSIBLE OR EXTREMELY DIFFICULT TO ASCERTAIN AND THAT SEVEN MILLION DOLLARS ($7,000,000) IS A FAIR AND REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE CIRCUMSTANCES AND DOES NOT CONSTITUTE A PENALTY.
Inquiries and Negotiations. (a) Notwithstanding anything to the contrary set forth in this Agreement, prior to receipt from Purchaser of a copy of the Commitment Letter, Seller shall be entitled to (i) continue existing, and solicit and initiate new, activities, discussions and negotiations with any Person in respect of the acquisition of all or any substantial part of the business and properties of the Company and the Company Subsidiaries, whether by sale of assets or the Shares, or by merger, consolidation, recapitalization, liquidation or similar transaction (each, an "Acquisition Transaction") and (ii) accept an offer for an Acquisition Transaction and enter into a definitive agreement in respect thereof. Notwithstanding anything to the contrary set forth in this Agreement, prior to receipt from Purchaser of a copy of the Commitment Letter, (i) Seller, and Seller's officers, employees, representatives and agents, shall be permitted, directly and indirectly, to (A) solicit and initiate discussions and negotiations with, and provide any non-public information to, any Person concerning an Acquisition Transaction, and (B) otherwise solicit, initiate and encourage inquiries and the submission of any proposal contemplating an Acquisition Transaction and (ii) Seller shall be under no obligation to communicate to Purchaser the terms of any inquiry or proposal that it may receive in respect of an Acquisition Transaction. The parties hereto hereby acknowledge that (i) at any time prior to Seller's receipt from Purchaser of a copy of the Commitment Letter, Seller shall be entitled to terminate this Agreement by paying to Purchaser Two Million Dollars as liquidated damages and (ii) upon the making of such liquidated damages payment, this Agreement shall be deemed automatically terminated, null and void and without further force or effect..
Inquiries and Negotiations. From the date hereof until the termination hereof, the Seller and its officers, directors, employees and representatives and other agents will not, directly or indirectly, continue, consider, solicit or encourage in any way (including by furnishing any non-public information concerning the Seller, the Group Activity or the Assets) or otherwise cooperate in any way with, or assist or participate in, or encourage any effort or attempts by any person, corporation, entity or group other than Buyer and its Affiliates, representatives and agents (each, a "Third Party") in connection with any dispositions or divestiture of the Group or all or any portion of the Assets, (whether by merger, sale of stock, sale or lease of assets or otherwise and other than sales of inventory in the ordinary course of business) (such transactions being hereinafter referred to as "Alternative Transactions"). The Seller shall immediately notify Buyer if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Seller in respect of an Alternative Transaction, and shall, in any such notice to Buyer, indicate the identity of the Third Party and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts.
Inquiries and Negotiations. Neither Westford Group nor any of its affiliates, directors, officers, employees, representatives, advisors or agents, shall, directly or indirectly, encourage, solicit or initiate any discussions, submissions of proposals or offers or negotiations with, or, participate in any negotiations or discussions with, or provide any information or data of any nature whatsoever to, or otherwise cooperate in any other way with, or assist or participate in, facilitate or encourage any effort or attempt by, any person, other than Bancinsurance and its affiliates, representatives and agents, concerning any merger, consolidation, sale of substantial assets, sale of shares of capital stock or other equity securities, recapitalization, debt restructuring or similar transaction involving Westford Group or any division of Westford Group (such transactions being hereinafter referred to as "Alternative Transactions"). Westford Group shall immediately notify Bancinsurance if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, Westford Group in respect of an Alternative Transaction, and shall, in any such notice to Bancinsurance, indicate the identity of the offeror and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter shall keep Bancinsurance informed of the status and terms of any such proposals or offers and the status of any such discussions or negotiations. Westford Group shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which Westford Group is a party.
Inquiries and Negotiations. From the date hereof until the termination of this Agreement pursuant to Section 7.1, Seller, the Company and its respective officers, directors, employees, representatives and other agents will not, directly or indirectly, solicit or initiate any discussions, submissions of proposals or offers or negotiations with or continue or participate in any negotiations or discussions with, or provide any information or data of any nature whatsoever to, or otherwise cooperate in any other way with, any Person other than Buyer and its officers, directors, employees, representatives and agents in connection with any proposed merger, consolidation, sale of all or substantially all of the assets of the Company, sale of shares of capital stock or other equity securities, tender or exchange offer, recapitalization, debt restructuring or similar transaction involving the Company
Inquiries and Negotiations. 28 SECTION 6.06
Inquiries and Negotiations. (i) From and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, the Company and its Subsidiaries shall not, and shall not permit their respective officers, directors, employees, representatives, brokers, investment bankers, agents and Affiliates to, directly or indirectly, (1) solicit, initiate, continue or engage in discussions or negotiations with any Person, encourage submission of any inquiries, proposals or offers by, or take any other action intended or designed to facilitate the efforts of any Person, other than Parent, relating to the possible acquisition of the Company or any of its Subsidiaries (whether by way of arrangement, amalgamation, take-over bid, tender offer, 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 a firm proposal to make such an acquisition, to be referred to as an "Acquisition Proposal"), (2) provide information with respect to the Company or any of its Subsidiaries, or afford any access to the properties, books or records of the Company or any of its Subsidiaries, to any Person, other than Parent, relating to a possible Acquisition Proposal by any Person other than Parent, (3) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Proposal by any Person, other than by Parent, or (4) enter into an agreement with any Person, other than Parent, providing for a possible Acquisition Proposal.
