Common use of No Inconsistent Negotiations Clause in Contracts

No Inconsistent Negotiations. (a) Except as is contemplated in Section 5.2 hereof, none of the Companies shall (and shall not permit or authorize any Person acting on its behalf to) and neither Seller shall, (and shall not permit or authorize the Companies, or any respective director, manager, officer, employee or other agent of any such company to), directly or indirectly, solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any Person (other than Purchaser) relating to any transaction involving the sale, assignment, transfer, pledge, mortgage, purchase, acquisition, set in usufruct, encumber or otherwise dispose of all or any part of the Business or Assets (other than in the ordinary course of business) or any shares of capital stock or equity rights of the Companies, or any merger, consolidation, business combination, or similar transaction involving any of the Companies (a "Takeover Proposal"), provided, however, that prior to the Closing, the Seller or each of the Companies, may, in response to any unsolicited bona fide written proposal relating to any actual or proposed Takeover Proposal that the respective board of directors or similar governing body reasonably determines is likely to lead to a transaction involving all or any part of the Companies on terms and conditions more favorable to Seller's shareholders than the transactions set forth herein, furnish information with respect to the Seller and the Companies, to any person pursuant to a customary confidentiality agreement and participate in discussions and negotiations with such person; and provided further that nothing contained in this Section 5.5 shall prohibit the Seller or the Companies from making such disclosure to the Seller or its stockholders which, in the good faith judgment of the board of directors of Seller may be required under applicable law. Upon execution of this Agreement, the Seller shall (and shall cause each of the Companies to) immediately cease any existing activities, discussions or negotiations with any parties conducted prior to such execution with respect to any of the foregoing. Seller shall (and shall cause each of the Companies to) promptly inform Purchaser about any such inquiry or proposal received by it. (b) None of the Companies shall (and shall not permit or authorize any Person on its behalf to) and neither Seller shall, (and shall not permit or authorize any of its Affiliates, or any respective director, manager, officer, employee or other agent of any such affiliate to), directly or indirectly, participate in any transaction involving the direct or indirect purchase, sale, assignment, transfer, pledge, mortgage, set in usufruct,

No Inconsistent Negotiations. (a) Except as is contemplated in Section 5.2 hereof, none of the Companies The Company shall (and shall not permit or authorize any Person acting on its behalf to) and neither Seller shall, (and shall not permit or authorize the Companies, or any respective director, manager, officer, employee or other agent of any such company to), directly or indirectly, solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any Person (other than Purchaser) relating to any transaction involving the sale, assignment, transfer, pledge, mortgage, purchase, acquisition, set in usufruct, encumber or otherwise dispose of all or any part of the Business or Assets (other than in the ordinary course of business) or any shares of capital stock or equity rights of the Companies, or any merger, consolidation, business combination, or similar transaction involving any of the Companies (a "Takeover Proposal"), provided, however, that prior to the Closing, the Seller or each of the Companies, may, in response to any unsolicited bona fide written proposal relating to any actual or proposed Takeover Proposal that the respective board of directors or similar governing body reasonably determines is likely to lead to a transaction involving all or any part of the Companies on terms and conditions more favorable to Seller's shareholders than the transactions set forth herein, furnish information with respect to the Seller and the Companies, to any person pursuant to a customary confidentiality agreement and participate in discussions and negotiations with such person; and provided further that nothing contained in this Section 5.5 shall prohibit the Seller or the Companies from making such disclosure to the Seller or its stockholders which, in the good faith judgment of the board of directors of Seller may be required under applicable law. Upon execution of this Agreement, the Seller shall (and shall cause each of the Companies to) immediately cease any existing activities, discussions or negotiations with any parties conducted prior to such execution with the date of this Agreement in respect to any of the foregoing. Seller shall (and shall cause each acquisition of all or substantially all of the Companies to) promptly inform Purchaser about any such inquiry or proposal received by it. (b) None business of the Companies Company or any Subsidiary, whether by sale of Assets or shares of capital stock, or by merger, consolidation, or similar transaction (collectively, an "Acquisition Transaction"). The Company shall (not, and shall not permit its officers, employees, representatives or authorize any Person on its behalf agents to) and neither Seller shall, (and shall not permit or authorize any of its Affiliates, or any respective director, manager, officer, employee or other agent of any such affiliate to), directly or indirectly, participate (i) solicit or initiate discussions or negotiations with, or provide any nonpublic information to, any person other than Tracor or its Affiliates concerning an Acquisition Transaction, or (ii) otherwise solicit or initiate inquiries or the submission of any Proposal contemplating an Acquisition Transaction. The Company shall promptly communicate to Tracor the terms, including the identity of the Person making such Proposal, of any inquiry or Proposal which it may receive in respect of an Acquisition Transaction. Nothing contained in this Agreement shall be construed to prohibit the Board of Directors of the Company from any transaction involving or all of the direct following, if the Board of Directors of the Company is advised by its legal counsel that the failure to so act could involve a breach of fiduciary duty on the part of the Board of Directors: (a) engaging in discussions or indirect purchasenegotiations with, saleand providing nonpublic information to, assignmentany person other than Tracor or its Affiliates which has initiated discussions or negotiations, transferor made an unsolicited inquiry or Proposal, pledgeconcerning an Acquisition Transaction (including other parties solicited by the Company prior to the date of this Agreement), mortgage(b) withdrawing, set in usufruct,modifying or refraining from making its recommendation to the shareholders of the Company of the Merger, and (c) accepting an offer for an Acquisition Transaction which the Board of Directors of the Company believes is more favorable to the Company or to its shareholders than the Merger ("Superior Transaction") and recommending the Superior Transaction to the shareholders of the Company.