Proposal Proposal means any information supplied by or on behalf of the insured, deemed to be a completed proposal form and medical questionnaire and other relevant information that the insurer may require.
Acquisition Proposals The Company agrees that neither it nor any of its subsidiaries nor any of its executive officers or directors shall, and that it shall direct and use its best efforts to cause its non-executive officers and its subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, directly or indirectly, (a) initiate, solicit, knowingly encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or 5% or more of the equity securities of, the Company or any of its subsidiaries (any such transaction or purchase being hereinafter referred to as an "Acquisition Transaction") that, in any such case, could reasonably be expected to lead to a breach of this Agreement or otherwise interfere with the completion of the Offer or Merger contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or (b) have any discussion with or provide any confidential information or data to any person relating to an Acquisition Proposal or engage in any negotiations concerning an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or the Board of Directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) engaging in any discussions or negotiations with or providing any information to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person (including a new and unsolicited Acquisition Proposal received by the Company after execution of this Agreement from a person or entity whose initial contact with the Company may have been solicited by the Company prior to the execution of this Agreement); or (C) recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, if and only to the extent that, in such case referred to in clause (B) or (C), (i) the Board of Directors concludes in good faith (after consultation with its financial advisors) that such Acquisition 14