Common use of No Solicitation of Acquisition Proposal Clause in Contracts

No Solicitation of Acquisition Proposal. (a) 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 DA Acquisition Proposal (as defined in subsection (c) of this Section), (2) enter into any agreement with respect to any 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 DA Acquisition Proposal; provided, however, that if the Board of Directors of ADSX determines in good faith, after consultation with outside counsel, that it is necessary to do so to discharge properly its fiduciary duties to stockholders, ADSX or DA may, in response to a DA Acquisition Proposal that such Board determines in good faith is reasonably likely to result in a DA Superior Proposal (as defined in subsection (c) of this Section), and subject to such party's compliance with subsection (b) of this Section, (A) furnish information with respect to DA or any of the Other Subsidiaries to the person making such 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 MAS and (B) participate in discussions with respect to such DA Acquisition Proposal. It is expressly understood and agreed that with respect to the foregoing proviso, 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 a DA Acquisition Proposal (and such party's legal and financial advisors) in order to elicit information to allow the Board of Directors of ADSX and DA to determine in good faith if such DA Acquisition Proposal is reasonably likely to result in a DA Superior Proposal. (b) ADSX will as promptly as practicable communicate to MAS any inquiry received by it relating to any potential DA Acquisition Proposal and the material terms of any proposal or inquiry, including the identity of the person and its affiliates making the same, that it may receive in respect of any such transaction, or of any such information requested from it or of any such negotiations or discussions being sought to be initiated with it.

No Solicitation of Acquisition Proposal. (a) ADSX and DA Ralcorp shall not, directly or indirectly, take any action to (1) encourage (including by way of furnishing nonpublic information), solicit, initiate or facilitate any DA Ralcorp Acquisition Proposal (as defined in subsection (c) of this SectionSection 7.10(c)), (2) enter into any agreement with respect to any DA 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 DA Ralcorp Acquisition Proposal; provided, however, that if the Board of Directors of ADSX Ralcorp determines in good faith, after consultation with outside counsel, that it is necessary to do so to discharge properly its fiduciary duties to stockholdersshareholders, ADSX or DA Ralcorp may, in response to a DA Ralcorp Acquisition Proposal that such Board determines in good faith is reasonably likely to result in a DA Ralcorp Superior Proposal (as defined in subsection (c) of this SectionSection 7.10(c)), and subject to such party's compliance with subsection (b) of this SectionSection 7.10(b), (A) furnish information with respect to DA or any of the Other Subsidiaries Ralcorp to the person making such DA 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 MAS Agribrands and (B) participate in discussions with respect to such DA Ralcorp Acquisition Proposal. It is expressly understood and agreed that with respect to the foregoing proviso, ADSX's and DARalcorp's legal and financial advisors shall be able to make inquiries, and engage in discussions, with any party that has made a DA Ralcorp Acquisition Proposal (and such party's legal and financial advisors) in order to elicit information to allow the Board of Directors of ADSX and DA Ralcorp to determine in good faith if such DA Ralcorp Acquisition Proposal is reasonably likely to result in a DA Ralcorp Superior Proposal. (b) ADSX Ralcorp will as promptly as practicable communicate to MAS Agribrands any inquiry received by it relating to any potential DA Ralcorp Acquisition Proposal and the material terms of any proposal or inquiry, including the identity of the person and its affiliates making the same, that it may receive in respect of any such transaction, or of any such information requested from it or of any such negotiations or discussions being sought to be initiated with it.

No Solicitation of Acquisition Proposal. (a) ADSX MAS and DA 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 DA MAS Acquisition Proposal (as defined in subsection (c) of this Sectionhereof), (2) enter into any agreement with respect to any DA 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 DA MAS Acquisition Proposal; provided, however, that if the Board of Directors of ADSX MAS determines in good faith, after consultation with outside counsel, that it is necessary to do so to discharge properly its fiduciary duties to stockholders, ADSX or DA MAS may, in response to a DA an MAS Acquisition Proposal that such Board determines in good faith is reasonably likely to result in a DA an MAS Superior Proposal (as defined in subsection (c) of this Sectionhereof), and subject to such party's compliance with subsection (b) of this Sectionhereof, (A) furnish information with respect to DA or any of the Other Subsidiaries MAS to the person making such DA 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 MAS ADSX and (B) participate in discussions with respect to such DA MAS Acquisition Proposal. It is expressly understood and agreed that with respect to the foregoing proviso, ADSX's and DA's the legal and financial advisors of MAS shall be able to make inquiries, and engage in discussions, with any party that has made a DA an MAS Acquisition Proposal (and such party's legal and financial advisors) in order to elicit information to allow the Board of Directors of ADSX and DA MAS to determine in good faith if such DA MAS Acquisition Proposal is reasonably likely to result in a DA an MAS Superior Proposal. (b) ADSX MAS and Acquisition Subsidiary will as promptly as practicable communicate to MAS ADSX any inquiry received by it relating to any potential DA MAS Acquisition Proposal and the material terms of any proposal or inquiry, including the identity of the person and its affiliates making the same, that it may receive in respect of any such transaction, or of any such information requested from it or of any such negotiations or discussions being sought to be initiated with it.

No Solicitation of Acquisition Proposal. (a) ADSX and DA Agribrands shall not, directly or indirectly, take any action to (1) encourage (including by way of furnishing nonpublic information), solicit, initiate or facilitate any DA Agribrands Acquisition Proposal (as defined in subsection (c) of this SectionSection 6.10(c)), (2) enter into any agreement with respect to any DA 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 DA Agribrands Acquisition Proposal; provided, however, that if the Board of Directors of ADSX Agribrands determines in good faith, after consultation with outside counsel, that it is necessary to do so to discharge properly its fiduciary duties to stockholdersshareholders, ADSX or DA Agribrands may, in response to a DA an Agribrands Acquisition Proposal that such Board determines in good faith is reasonably likely to result in a DA an Agribrands Superior Proposal (as defined in subsection (c) of this SectionSection 6.10(c)), and subject to such party's compliance with subsection (b) of this SectionSection 6.10(b), (A) furnish information with respect to DA or any of the Other Subsidiaries Agribrands to the person making such DA 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 MAS Ralcorp and (B) participate in discussions with respect to such DA Agribrands Acquisition Proposal. It is expressly understood and agreed that with respect to the foregoing proviso, ADSX's and DA's Agribrands' legal and financial advisors shall be able to make inquiries, and engage in discussions, with any party that has made a DA an Agribrands Acquisition Proposal (and such party's legal and financial advisors) in order to elicit information to allow the Board of Directors of ADSX and DA Agribrands to determine in good faith if such DA Agribrands Acquisition Proposal is reasonably likely to result in a DA an Agribrands Superior Proposal. (b) ADSX Agribrands will as promptly as practicable communicate to MAS Ralcorp any inquiry received by it relating to any potential DA Agribrands Acquisition Proposal and the material terms of any proposal or inquiry, including the identity of the person and its affiliates making the same, that it may receive in respect of any such transaction, or of any such information requested from it or of any such negotiations or discussions being sought to be initiated with it.

No Solicitation of Acquisition Proposal. (a) ADSX and DA Agribrands shall not, directly or indirectly, take any action to (1) encourage (including by way of furnishing nonpublic information), solicit, initiate or facilitate any DA Agribrands Acquisition Proposal (as defined in subsection (c) of this SectionSection 6.10(c)), (2) enter into any agreement with respect to any DA 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 DA Agribrands Acquisition Proposal; provided, however, that if the Board of Directors of ADSX Agribrands determines in good faith, after consultation with outside counsel, that it is necessary to do so to discharge properly its fiduciary duties to stockholdersshareholders, ADSX or DA Agribrands may, in response to a DA an Agribrands Acquisition Proposal that such Board determines in good faith is reasonably likely to result in a DA an Agribrands Superior Proposal (as defined in subsection (c) of this SectionSection 6.10(c)), and subject to such party's compliance with subsection (b) of this SectionSection 6.10(b), (A) furnish information with respect to DA or any of the Other Subsidiaries Agribrands to the person making such DA 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 MAS Ralcorp and (B) participate in discussions with respect to such DA Agribrands Acquisition Proposal. It is expressly understood and agreed that with respect to the foregoing proviso, ADSX's and DA's Agribrands' legal and financial advisors shall be able to make inquiries, and engage in discussions, with any party that has made a DA an Agribrands Acquisition Proposal (and such party's legal and financial advisors) in order to elicit information to allow the Board of Directors of ADSX and DA Agribrands to determine in good faith if such DA Agribrands Acquisition Proposal is reasonably likely to result in a DA an Agribrands Superior Proposal. (b) ADSX will as promptly as practicable communicate to MAS any inquiry received by it relating to any potential DA Acquisition Proposal and the material terms of any proposal or inquiry, including the identity of the person and its affiliates making the same, that it may receive in respect of any such transaction, or of any such information requested from it or of any such negotiations or discussions being sought to be initiated with it.

No Solicitation of Acquisition Proposal. (a) ADSX MAS and DA 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 DA MAS Acquisition Proposal (as defined in subsection (c) of this Sectionhereof), (2) enter into any agreement with respect to any DA 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 DA MAS Acquisition Proposal; provided, however, that if the Board of Directors of ADSX MAS determines in good faith, after consultation with outside counsel, that it is necessary to do so to discharge properly its fiduciary duties to stockholders, ADSX or DA MAS may, in response to a DA an MAS Acquisition Proposal that such Board determines in good faith is reasonably likely to result in a DA an MAS Superior Proposal (as defined in subsection (c) of this Sectionhereof), and subject to such party's compliance with subsection (b) of this Sectionhereof, (A) furnish information with respect to DA or any of the Other Subsidiaries MAS to the person making such DA 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 MAS ADSX and (B) participate in discussions with respect to such DA MAS Acquisition Proposal. It is expressly understood and agreed that with respect to the foregoing proviso, ADSX's and DA's the legal and financial advisors of MAS shall be able to make inquiries, and engage in discussions, with any party that has made a DA an MAS Acquisition Proposal (and such party's legal and financial advisors) in order to elicit information to allow the Board of Directors of ADSX and DA MAS to determine in good faith if such DA MAS Acquisition Proposal is reasonably likely to result in a DA an MAS Superior Proposal. (b) ADSX will as promptly as practicable communicate to MAS any inquiry received by it relating to any potential DA Acquisition Proposal and the material terms of any proposal or inquiry, including the identity of the person and its affiliates making the same, that it may receive in respect of any such transaction, or of any such information requested from it or of any such negotiations or discussions being sought to be initiated with it.