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. From the date hereof until the termination hereof, the Company, its 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 participate in any negotiations or discussions with, or provide any information or date 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 the Investors, Medisys PLC, Surgical Innovations and their respective Affiliates, representatives and agents (each a "Third Party") in connection with any merger, consolidation, sale of any Subsidiary of division that is material to the business of the Company and the Subsidiaries, sale of shares of capital stock or other equity securities, tender or exchange offer, recapitalization, debt restructuring or similar transaction involving the Company (such transactions being hereinafter referred to as "Alternative Transactions"). The Company shall immediately notify the Investors 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 or any comparable transaction with either of Medisys PLC, Surgical Innovations or any of their respective Affiliates, and shall, in any such notice to the Investors, 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 the Investors informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such negotiations or discussions.
Inquiries and Negotiations. Each Constituent Group shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person or entity conducted heretofore in respect of the acquisition of all or any substantial part of the business and properties of such Constituent Group, whether by sale of assets or shares of capital stock, or by merger, consolidation, recapitalization, liquidation or similar transaction (each, an "Acquisition Transaction"). Each member of each Constituent Group 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 the other Constituent Group 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. Each Constituent Group shall promptly communicate to the other Constituent Group the terms of any inquiry or proposal which it may receive in respect of an Acquisition Transaction. Such Constituent Group's notification under this Section 6.5 shall include the identity of the person making such proposal or any other such information with respect thereto as the other Constituent Group may reasonably request. Nothing contained in this Agreement shall be construed to prohibit a Constituent Group 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 or entity who has made a bona fide offer to effect an Acquisition Transaction and (b) accepting an offer for an Acquisition Transaction which the Board of Directors of the parent entity of a Constituent Group believes is more favorable to such Constituent Group's stockholders than the Merger contemplated hereby; provided, however, in the event that an offer for an Acquisition Transaction is accepted by a Constituent Group pursuant to this Section, the parent entity of such Constituent Group shall pay to the parent entity of the other Constituent Group, within 10 days of such acceptance, the sum of $400,000 (the "Break-up Fee"). The Break-up Fee shall not be payable in the event that: (i) Texoil does not receive the fairness opinion of Rauscher, Pierce, Refsnes, Inc. contemplated by Article 7; (ii) litigation is initiated against any party her...
Inquiries and Negotiations. (a) Neither the Company nor any of its affiliates, shareholders, directors, officers, employees, representatives or agents shall, from March 1, 1999 through the Effective Time directly or indirectly, (i) solicit or initiate any discussions, submissions of proposals or offers or negotiations with, or (ii) 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 securities, recapitalization, debt restructuring or similar transaction involving the Company or any subsidiary, or any division of the Company or any subsidiary. 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 any such transaction, and shall, in any such notice to Parent, indicate the identity of the offeror and 41 49 the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter, without engaging in any conduct prohibited hereby, shall keep Parent informed of the status and terms of any such proposals or offers. 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. 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 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. (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. (a) Neither the Company nor any of its affiliates, shareholders, directors, officers, employees, representatives or agents shall, from July 1, through the Effective Time directly or indirectly, (i) solicit or initiate any discussions, submissions of proposals or offers or negotiations with, or (ii) 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 (other than pursuant to the exercise of Company Common Stock Options, Series C Stock Options or the Warrant) or other securities, recapitalization, debt restructuring or similar transaction involving the Company or any subsidiary, or any division of the Company or any subsidiary. 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 any such 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, without engaging in any conduct prohibited hereby, shall keep Parent informed of the status 44 and terms of any such proposals or offers. 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. 29 SECTION 6.06
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 (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.
