Common use of NO NEGOTIATIONS, ETC Clause in Contracts

NO NEGOTIATIONS, ETC. Seller will not take, and will not permit the Company or any Affiliate of Seller or the Company (or permit any other Person acting for or on behalf of Seller, the Company, or any Affiliate of Seller or the Company) to take, directly or indirectly, any action to (1) seek or encourage any offer or proposal from any Person to acquire any shares of capital stock or any other securities of the Company or any interest therein or Assets and Properties thereof or any interest therein; (2) merge, consolidate, or combine, or to permit any other Person to merge, consolidate or combine, with the Company; (3) liquidate, dissolve, or reorganize the Company in any manner; (4) acquire or transfer any Assets and Properties of the Company or any interests therein, except as contemplated by the terms of this Agreement; (5) reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent, or conditional) for, or otherwise to attempt to consummate, any such acquisition, transfer, merger, consolidation, combination, or reorganization; or (6) furnish or cause to be furnished any information with respect to the Company to any Person (other than Buyer or the Kansas Insurance Department) that Seller or any Affiliate of Seller (or any Person acting for or on behalf of Seller, the Company, or any other Affiliate of Seller or the Company) knows or has reason to believe is in the process of attempting or considering any such acquisition, transfer, merger, consolidation, combination, liquidation, dissolution, or reorganization. If Seller, the Company, or any other Affiliate of Seller or the Company receives from any Person (other than Buyer) any written offer, proposal, informational request, inquiry or contact that is subject to this Section 5.3, Seller will promptly advise such Person, by written notice, of the terms of this Section 5.3 and will promptly deliver a copy of such written notice to Buyer and advise Buyer fully concerning the identity of such Person, the terms of any proposal or offer, or the nature of any written informational request, inquiry or contact which is made.

NO NEGOTIATIONS, ETC. Seller will not take, and will not permit the Company or any Affiliate of Seller or the Company (or permit any other Person acting for or on behalf of Seller, the Company, or any Affiliate of Seller or the Company) to take, directly or indirectly, any action to (1) seek or encourage any offer or proposal from any Person to acquire any shares of capital stock or any other securities of the Company or any interest therein or Assets and Properties thereof or any interest therein; (2) merge, consolidate, or combine, or to permit any other Person to merge, consolidate or combine, with the Company; (3) liquidate, dissolve, or reorganize the Company in any manner; (4) acquire or transfer any Assets and Properties of the Company or any interests therein, except as contemplated by the terms of this Agreement; (5) reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent, or conditional) for, or otherwise to attempt to consummate, any such acquisition, transfer, merger, consolidation, combination, or reorganization; or (6) furnish or cause to be furnished any information with respect to the Company to any Person (other than Buyer or any Governmental Body, including, without limitation, the Kansas California Insurance Department) that Seller or any Affiliate of Seller (or any Person acting for or on behalf of Seller, the Company, or any other Affiliate of Seller or the Company) knows or has reason to believe is in the process of attempting or considering any such acquisition, transfer, merger, consolidation, combination, liquidation, dissolution, or reorganization. If Seller, the Company, or any other Affiliate of Seller or the Company receives from any Person (other than Buyer) any written offer, proposal, informational request, inquiry or contact that is subject to this Section 5.35.4, Seller will promptly advise such Person, by written notice, of the terms of this Section 5.3 5.4 and will promptly deliver a copy of such written notice to Buyer and advise Buyer fully concerning the identity of such Person, the terms of any proposal or offer, or the nature of any written informational request, inquiry or contact which is made.

NO NEGOTIATIONS, ETC. Seller will not take(a) During the period prior to the consummation of the Spinoff, and will not permit except as permitted by the Company or any Affiliate final paragraph of Seller or the Company (or permit any other Person acting for or on behalf of SellerSection 6.1, the Company, or any Affiliate of Seller or the Company) to takePittway shall not, directly or indirectly, through any action to (1) seek officer, director, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer or proposal from any Person (including any of its officers or employees) relating to acquire any shares liquidation, dissolution, recapitalization, merger, consolidation or acquisition or purchase of capital stock all or a material portion of the assets of, or any other securities of the Company equity interest in, Penton or any interest therein of its Subsidiaries or Assets and Properties thereof other similar transaction or business combination involving Penton or any interest therein; (2) merge, consolidateof its Subsidiaries or participate in any negotiations regarding, or combinefurnish to any other Person any information with respect to, or to permit otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to merge, consolidate do or combine, with the Company; (3) liquidate, dissolve, or reorganize the Company in seek any manner; (4) acquire or transfer any Assets and Properties of the Company or any interests therein, except as contemplated by foregoing. Pittway shall promptly notify Penton and the terms of this Agreement; (5) reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent, or conditional) for, or otherwise to attempt to consummate, D-M Shareholders if any such acquisition, transfer, merger, consolidation, combination, or reorganization; or (6) furnish or cause to be furnished any information with respect to the Company to any Person (other than Buyer or the Kansas Insurance Department) that Seller or any Affiliate of Seller (or any Person acting for or on behalf of Seller, the Company, or any other Affiliate of Seller or the Company) knows or has reason to believe is in the process of attempting or considering any such acquisition, transfer, merger, consolidation, combination, liquidation, dissolution, or reorganization. If Seller, the Company, or any other Affiliate of Seller or the Company receives from any Person (other than Buyer) any written offer, proposal, informational request, inquiry or contact that is subject to this Section 5.3, Seller will promptly advise such Person, by written notice, of the terms of this Section 5.3 and will promptly deliver a copy of such written notice to Buyer and advise Buyer fully concerning the identity of such Person, the terms of any proposal or offer, or any inquiry from or contact with any Person with respect thereto, is made and shall promptly provide Penton and the nature of any written informational requestD-M Xxxreholders with such information regarding such proposal, offer, inquiry or contact which as Penton and the D-M Xxxreholders may request. (b) During the period prior to the Effective Time, except as permitted by the final paragraph of Section 6.1, Penton shall not, directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any Person (including any of its officers or employees) relating to any liquidation, dissolution, recapitalization, merger, consolidation or acquisition or purchase of all or a material portion of the assets of, or any equity interest in, Penton or any of its Subsidiaries or other similar transaction or business combination involving Penton or any of its Subsidiaries or participate in any negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. Penton shall promptly notify the D-M Xxxreholders and Pittway if any such proposal or offer, or any inquiry from or contact with any Person with respect thereto, is mademade and shall promptly provide the D-M Xxxreholders and Pittway with such information regarding such proposal, offer, inquiry or contact as the D-M Xxxreholders and Pittway may request. (c) During the period prior to the Effective Time, the D-M Xxxreholders shall not (nor shall they permit D-M xx), directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any Person (including any officers or employees of D-M) xxlating to any liquidation, dissolution, recapitalization, merger, consolidation or acquisition or purchase of all or a material portion of the assets of, or any equity interest in, D-M xx other similar transaction or business combination involving D-M xx participate in any negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. The D-M Xxxreholders shall promptly notify Penton and Pittway if any such proposal or offer, or any inquiry from or contact with any Person with respect thereto, is made and shall promptly provide Penton and Pittway with such information regarding such proposal, offer, inquiry or contact as Penton and Pittway may request.

NO NEGOTIATIONS, ETC. The Seller will not take, and will not permit the Company or any other Affiliate of the Seller or the Company (or permit to take, and will use commercially reasonable efforts to prevent any other Person acting for or on behalf of Sellerany of them, the Company, or any Affiliate of Seller or the Company) to take, from taking directly or indirectly, any action (a) to (1) seek or encourage any offer or proposal from any Person to acquire any shares of capital stock or any other securities of the Company or or, except pursuant to the transfer of the Excluded Assets under SECTION 5.21 hereof, any interest interests therein or Assets and Properties thereof or any interest therein; interests therein (2other than as permitted under Section 5.12), (b) to merge, consolidate, or combine, or to permit any other Person to merge, consolidate or combine, with the Company; , (3c) to liquidate, dissolve, or reorganize the Company in any manner; Company, (4d) to acquire or transfer any Assets and Properties of the Company or any interests therein, except as contemplated by the terms of this Agreement; Agreement (5including SECTION 5.12), (e) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent, or conditional) for, or otherwise to attempt to consummate, any such acquisition, transfer, merger, consolidation, combination, or reorganization; , or (6f) to furnish or cause to be furnished any information with respect to the Company to any Person (other than Buyer the Purchaser or the Kansas Insurance Departmentany Designated Affiliate or as provided in SECTION 5.3) that Seller or any Affiliate of Seller (or any Person acting for or on behalf of Seller, the Company, or any other Affiliate of Seller or the Company) Company knows or has reason to believe is in the process of attempting or considering any such acquisition, transfer, merger, consolidation, combination, liquidation, dissolution, or reorganization. If the Seller, the Company, Company or any other Affiliate of the Seller or the Company receives from any Person (other than Buyerthe Purchaser or any Designated Affiliate) any written offer, proposal, proposal or informational request, inquiry or contact request that is subject to this Section 5.3SECTION 5.4, the Seller will promptly advise such Person, by written notice, of the terms of this Section 5.3 SECTION 5.4 and will promptly deliver a copy of such written notice to Buyer and advise Buyer fully concerning the identity of such Person, the terms of any proposal or offer, or the nature of any written informational request, inquiry or contact which is madePurchaser.

NO NEGOTIATIONS, ETC. Seller XXXX will not take, and will not permit the Company AVLIC or AIC or any other Affiliate of Seller or the Company XXXX (or permit any other Person acting for or on behalf of Seller, the Company, or any Affiliate of Seller or the Companythem) to take, directly or indirectly, any action action, except as permitted or required by this Agreement, (a) to (1) seek or encourage any offer or proposal from any Person to acquire any shares of capital stock or any other securities of the Company AVLIC or AIC or any interest interests therein or Assets and Properties thereof or any interest interests therein; , (2b) to merge, consolidate, consolidate or combine, or to permit any other Person to merge, consolidate or combine, with AVLIC or AIC, (c) in the Company; case of AVLIC or AIC, to acquire or agree to acquire blocks of business or all or substantially all the Assets and Properties or capital stock or other equity securities of any other Person, (3d) to liquidate, dissolve, dissolve or reorganize the Company in any manner; AVLIC or AIC, (4e) to acquire or transfer any Assets and Properties of the Company AVLIC or AIC or any interests therein, except as contemplated by the terms of this Agreement; , (5f) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent, contingent or conditional) for, or otherwise to attempt to consummate, any such acquisition, transfer, merger, consolidation, combinationcombination or reorganization with respect to AVLIC or AIC, or reorganization; or (6g) to furnish or cause to be furnished any information with respect to the Company AVLIC or AIC to any Person (other than Buyer AML or the Kansas Insurance Departmentas provided in Section 5.3) that Seller XXXX, AVLIC or AIC, or any other Affiliate of Seller XXXX (or any Person acting for or on behalf of Seller, the Company, or any other Affiliate of Seller or the Companythem) knows or has reason to believe is in the process of attempting or considering any such acquisition, transfer, merger, consolidation, combination, liquidation, dissolutiondissolution or reorganization with respect to AVLIC or AIC, or reorganization(h) to enter into any other commitment (with respect to AVLIC or AIC or otherwise) which would have a material adverse effect on XXXX'x ability to perform its obligations under this Agreement. If SellerXXXX, the CompanyAVLIC or AIC, or any other Affiliate of Seller or the Company XXXX, receives from any Person (other than BuyerAML) any written offer, proposal, proposal or informational request, inquiry or contact request that is subject to this Section 5.35.4, Seller XXXX will promptly advise such Person, by written notice, of the terms of this Section 5.3 5.4 and will promptly deliver a copy of such written notice to Buyer and advise Buyer fully concerning AML. Nothing herein shall prohibit XXXX from acquiring the identity Shares of such Person, the terms of any proposal or offer, or the nature of any written informational request, inquiry or contact which is madeAIC as agreed pursuant to Section 3.6 hereof.