Common use of No Solicitation of Acquisition Proposal Clause in Contracts

No Solicitation of Acquisition Proposal. (a) Agribrands shall not, directly or indirectly, take any action to (1) encourage (including by way of furnishing nonpublic information), solicit, initiate or facilitate any Agribrands Acquisition Proposal (as defined in Section 6.10(c)), (2) enter into any agreement with respect to any Agribrands Acquisition Proposal or (3) participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Agribrands Acquisition Proposal; provided, however, that if the Board of Directors of Agribrands determines in good faith, after consultation with outside counsel, that it is necessary to do so to discharge properly its fiduciary duties to shareholders, Agribrands may, in response to an Agribrands Acquisition Proposal that such Board determines in good faith is reasonably likely to result in an Agribrands Superior Proposal (as defined in Section 6.10(c)), and subject to such party's compliance with Section 6.10(b), (A) furnish information with respect to Agribrands to the person making such Agribrands Acquisition Proposal pursuant to a customary confidentiality agreement the terms of which are no more favorable to the other party to such confidentiality agreement than those in place with Ralcorp and (B) participate in discussions with respect to such Agribrands Acquisition Proposal. It is expressly understood and agreed that with respect to the foregoing proviso, Agribrands' legal and financial advisors shall be able to make inquiries, and engage in discussions, with any party that has made an Agribrands Acquisition Proposal (and such party's legal and financial advisors) in order to elicit information to allow the Board of Directors of Agribrands to determine in good faith if such Agribrands Acquisition Proposal is reasonably likely to result in an Agribrands Superior Proposal.

No Solicitation of Acquisition Proposal. (a) Agribrands ADSX and DA shall not, directly or indirectly, take any action to (1) encourage (including by way of furnishing nonpublic information), solicit, initiate or facilitate any Agribrands DA Acquisition Proposal (as defined in Section 6.10(c)subsection (c) of this Section), (2) enter into any agreement with respect to any Agribrands DA Acquisition Proposal or (3) participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Agribrands DA Acquisition Proposal; provided, however, that if the Board of Directors of Agribrands ADSX determines in good faith, after consultation with outside counsel, that it is necessary to do so to discharge properly its fiduciary duties to shareholdersstockholders, Agribrands ADSX or DA may, in response to an Agribrands a DA Acquisition Proposal that such Board determines in good faith is reasonably likely to result in an Agribrands a DA Superior Proposal (as defined in Section 6.10(c)subsection (c) of this Section), and subject to such party's compliance with Section 6.10(b)subsection (b) of this Section, (A) furnish information with respect to Agribrands DA or any of the Other Subsidiaries to the person making such Agribrands DA Acquisition Proposal pursuant to a customary confidentiality agreement the terms of which are no more favorable to the other party to such confidentiality agreement than those in place with Ralcorp MAS and (B) participate in discussions with respect to such Agribrands DA Acquisition Proposal. It is expressly understood and agreed that with respect to the foregoing proviso, Agribrands' ADSX's and DA's legal and financial advisors shall be able to make inquiries, and engage in discussions, with any party that has made an Agribrands a DA Acquisition Proposal (and such party's legal and financial advisors) in order to elicit information to allow the Board of Directors of Agribrands ADSX and DA to determine in good faith if such Agribrands DA Acquisition Proposal is reasonably likely to result in an Agribrands a DA Superior Proposal.

No Solicitation of Acquisition Proposal. (a) Agribrands Ralcorp shall not, directly or indirectly, take any action to (1) encourage (including by way of furnishing nonpublic information), solicit, initiate or facilitate any Agribrands Ralcorp Acquisition Proposal (as defined in Section 6.10(c7.10(c)), (2) enter into any agreement with respect to any Agribrands Ralcorp Acquisition Proposal or (3) participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Agribrands Ralcorp Acquisition Proposal; provided, however, that if the Board of Directors of Agribrands Ralcorp determines in good faith, after consultation with outside counsel, that it is necessary to do so to discharge properly its fiduciary duties to shareholders, Agribrands Ralcorp may, in response to an Agribrands a Ralcorp Acquisition Proposal that such Board determines in good faith is reasonably likely to result in an Agribrands a Ralcorp Superior Proposal (as defined in Section 6.10(c7.10(c)), and subject to such party's compliance with Section 6.10(b7.10(b), (A) furnish information with respect to Agribrands Ralcorp to the person making such Agribrands Ralcorp Acquisition Proposal pursuant to a customary confidentiality agreement the terms of which are no more favorable to the other party to such confidentiality agreement than those in place with Ralcorp Agribrands and (B) participate in discussions with respect to such Agribrands Ralcorp Acquisition Proposal. It is expressly understood and agreed that with respect to the foregoing proviso, Agribrands' Ralcorp's legal and financial advisors shall be able to make inquiries, and engage in discussions, with any party that has made an Agribrands a Ralcorp Acquisition Proposal (and such party's legal and financial advisors) in order to elicit information to allow the Board of Directors of Agribrands Ralcorp to determine in good faith if such Agribrands Ralcorp Acquisition Proposal is reasonably likely to result in an Agribrands a Ralcorp Superior Proposal.

No Solicitation of Acquisition Proposal. (a) Agribrands MAS and Acquisition --------------------------------------- Subsidiary shall not, directly or indirectly, take any action to (1) encourage (including by way of furnishing nonpublic information), solicit, initiate or facilitate any Agribrands MAS Acquisition Proposal (as defined in Section 6.10(c)subsection (c) hereof), (2) enter into any agreement with respect to any Agribrands MAS Acquisition Proposal or (3) participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Agribrands MAS Acquisition Proposal; provided, however, that if the Board of Directors of Agribrands MAS determines in good faith, after consultation with outside counsel, that it is necessary to do so to discharge properly its fiduciary duties to shareholdersstockholders, Agribrands MAS may, in response to an Agribrands MAS Acquisition Proposal that such Board determines in good faith is reasonably likely to result in an Agribrands MAS Superior Proposal (as defined in Section 6.10(c)subsection (c) hereof), and subject to such party's compliance with Section 6.10(b)subsection (b) hereof, (A) furnish information with respect to Agribrands MAS to the person making such Agribrands MAS Acquisition Proposal pursuant to a customary confidentiality agreement the terms of which are no more favorable to the other party to such confidentiality agreement than those in place with Ralcorp ADSX and (B) participate in discussions with respect to such Agribrands MAS Acquisition Proposal. It is expressly understood and agreed that with respect to the foregoing proviso, Agribrands' the legal and financial advisors of MAS shall be able to make inquiries, and engage in discussions, with any party that has made an Agribrands MAS Acquisition Proposal (and such party's legal and financial advisors) in order to elicit information to allow the Board of Directors of Agribrands MAS to determine in good faith if such Agribrands MAS Acquisition Proposal is reasonably likely to result in an Agribrands MAS Superior Proposal.

No Solicitation of Acquisition Proposal. (a) Agribrands MAS and Acquisition Subsidiary shall not, directly or indirectly, take any action to (1) encourage (including by way of furnishing nonpublic information), solicit, initiate or facilitate any Agribrands MAS Acquisition Proposal (as defined in Section 6.10(c)subsection (c) hereof), (2) enter into any agreement with respect to any Agribrands MAS Acquisition Proposal or (3) participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Agribrands MAS Acquisition Proposal; provided, however, that if the Board of Directors of Agribrands MAS determines in good faith, after consultation with outside counsel, that it is necessary to do so to discharge properly its fiduciary duties to shareholdersstockholders, Agribrands MAS may, in response to an Agribrands MAS Acquisition Proposal that such Board determines in good faith is reasonably likely to result in an Agribrands MAS Superior Proposal (as defined in Section 6.10(c)subsection (c) hereof), and subject to such party's compliance with Section 6.10(b)subsection (b) hereof, (A) furnish information with respect to Agribrands MAS to the person making such Agribrands MAS Acquisition Proposal pursuant to a customary confidentiality agreement the terms of which are no more favorable to the other party to such confidentiality agreement than those in place with Ralcorp ADSX and (B) participate in discussions with respect to such Agribrands MAS Acquisition Proposal. It is expressly understood and agreed that with respect to the foregoing proviso, Agribrands' the legal and financial advisors of MAS shall be able to make inquiries, and engage in discussions, with any party that has made an Agribrands MAS Acquisition Proposal (and such party's legal and financial advisors) in order to elicit information to allow the Board of Directors of Agribrands MAS to determine in good faith if such Agribrands MAS Acquisition Proposal is reasonably likely to result in an Agribrands MAS Superior Proposal.