Common use of No Solicitation of Transactions Clause in Contracts

No Solicitation of Transactions. (a) Each party to this Agreement shall not, directly or indirectly, and shall instruct its officers, directors, employees, subsidiaries, agents or advisors or other representatives (including, without limitation, any investment banker, attorney or accountant retained by it), not to, directly or indirectly, solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action knowingly to facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) that constitutes, or may reasonably be expected to lead to, any Competing Transaction, or enter into or maintain or continue discussions or negotiate with any person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of the officers, directors or employees of such party or any of its subsidiaries, or any investment banker, financial advisor, attorney, accountant or other representative retained by such party or any of such party's subsidiaries, to take any such action; provided, however, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of Bergen or IVAX from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreement) proposal by such person to acquire such party pursuant to a merger, consolidation, share exchange, tender offer, exchange offer, business combination or other similar transaction or to acquire all or substantially all of the assets of such party or any of its subsidiaries, if, and only to the extent that, (i) such Board of Directors, after consultation with outside legal counsel (which may include its regularly engaged outside legal counsel), determines in good faith that such action is required for such Board of Directors to comply with its duties to its shareholders imposed by applicable Law and (ii) prior to furnishing such information to, or entering into discussions or negotiations with, such person, such party uses all reasonable efforts to obtain from such person an executed confidentiality agreement on terms no less favorable to IVAX or Bergen, as the case may be, than those contained in the Confidentiality Agreement. Each party hereto shall notify the other parties hereto promptly if any proposal or offer, or any inquiry or contact with any person with respect thereto, regarding a Competing Transaction is made. Each party hereto immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Each party hereto agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party.

No Solicitation of Transactions. (a) Each party to this Agreement shall notNeither MS Financial, nor its Subsidiary shall, directly or indirectly, and shall instruct its officersthrough any officer, directorsdirector, employeesemployee, subsidiaries, agents agent or advisors or other representatives (including, without limitation, any investment banker, attorney or accountant retained by it), not to, directly or indirectlyotherwise, solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action knowingly to facilitate, any inquiries or the making submission of any proposal or offer (includingfrom any Person relating to any acquisition or purchase of all or any material portion of the assets of, without limitationor any equity interest in, MS Financial, Subsidiary of MS Financial or any Securitization Trust, or any merger, consolidation, share exchange, business combination or other similar transaction with MS Financial, the Subsidiary of MS Financial or any Securitization Trust, or participate in any negotiations or discussions 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 proposal effort or offer attempt by any other Person to its shareholders) that constitutes, do or may reasonably be expected to lead to, any Competing Transaction, or enter into or maintain or continue discussions or negotiate with any person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit seek any of the officers, directors or employees of such party or any of its subsidiaries, or any investment banker, financial advisor, attorney, accountant or other representative retained by such party or any of such party's subsidiaries, to take any such actionforegoing; provided, however, that nothing contained in this Section 5.06 5.4 shall prohibit the Board of Directors of Bergen MS Financial from authorizing MS Financial or IVAX from furnishing the Board's other designees to review, or to furnish information to, or entering into discussions or negotiations with, any person Person in connection with an unsolicited (from the date of this Agreement) proposal in writing by such person Person to acquire such party MS Financial pursuant to a merger, consolidation, share exchange, tender offer, exchange offer, business combination or other similar transaction or to acquire all or substantially all of the assets of such party MS Financial or any of its subsidiariesSubsidiaries received by the Board of Directors of MS Financial after the date of this Agreement, if, and only to the extent that, (ia) such the Board of DirectorsDirectors of MS Financial, after consultation with outside its independent legal counsel (which may include its regularly engaged outside legal counsel)and financial advisors and taking into consideration the advice of such advisors, determines in good faith that such action is required for such the Board of Directors of MS Financial to comply with its fiduciary duties to its shareholders stockholders imposed by applicable Delaware Law and (iib) prior to furnishing such information to, or entering into discussions or negotiations with, such personPerson, MS Financial (i) gives Search as promptly as practicable prior oral and written notice of MS Financial's intention to furnish such party uses all reasonable efforts to obtain information or begin such discussions and (ii) receives from such person Person an executed confidentiality agreement on terms no less favorable to IVAX or Bergen, as the case may be, MS Financial than those contained in the Confidentiality AgreementAgreement between Search and MS Financial dated October 15, 1996. Each party hereto MS Financial shall notify the other parties hereto Search promptly if any proposal or offer, or any inquiry or contact with any person Person with respect thereto, regarding a Competing Transaction is mademade and shall, in any such notice to Search, indicate in reasonable detail the terms and conditions of such proposal, offer, inquiry or contact. Each party hereto immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Each party hereto MS Financial agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it MS Financial is a party. MS Financial immediately shall cease and cause to be terminated all existing discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing.

No Solicitation of Transactions. (a) Each party to this Agreement shall will not, directly or indirectly, and shall will instruct its officers, directors, employees, subsidiaries, agents or advisors or other representatives (including, without limitation, any investment banker, attorney or accountant retained by it), not to, directly or indirectly, solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action knowingly to facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) that constitutes, or may reasonably be expected to lead to, any Competing TransactionTransaction (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of the officers, directors or employees of such party or any of its subsidiaries, or any investment banker, financial advisor, attorney, accountant or other representative retained by such party or any of such party's subsidiaries, to take any such action; providedPROVIDED, howeverHOWEVER, that nothing contained in this Section 5.06 8.06 shall prohibit the Board of Directors of Bergen Hafslund Nycomed or IVAX from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreement) proposal by such person to acquire such party pursuant to a merger, consolidation, share exchange, tender offer, exchange offer, business combination or other similar transaction or to acquire all or substantially all of the assets of such party or any of its subsidiaries, if, and only to the extent that, (i) such Board of Directors, after consultation with outside legal counsel (which may include its regularly engaged outside legal counsel), determines in good faith that such action is required for such Board of Directors to comply with its duties to its shareholders stockholders imposed by applicable Law and (ii) prior to furnishing such information to, or entering into discussions or negotiations with, such person, such party uses all its reasonable best efforts to obtain from such person an executed confidentiality agreement on terms no less favorable to IVAX or Bergen, as the case may be, Company than those contained in the Confidentiality Agreement. Each party hereto to this Agreement shall notify the other parties hereto promptly if any proposal or offer, or any inquiry or contact with any person with respect thereto, regarding a Competing Transaction is made. Each party hereto to this Agreement immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Each party hereto to this Agreement agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party.

No Solicitation of Transactions. (a) Each party to this Agreement shall not, directly or indirectly, and shall instruct its officers, directors, employees, subsidiaries, agents or advisors or other representatives (including, without limitation, any investment banker, attorney or accountant retained by it), not to, directly or indirectly, solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action knowingly to facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) that constitutes, or may reasonably be expected to lead to, any Competing Transaction, or enter into or maintain or continue discussions or negotiate with any person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of the officers, directors or employees of such party or any of its subsidiaries, or any investment banker, financial advisor, attorney, accountant or other representative retained by such party or any of such party's subsidiaries, to take any such action; provided, however, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of Bergen Parent or IVAX the Company from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreement) proposal by such person to acquire such party pursuant to a merger, consolidation, share exchange, tender offer, exchange offer, business combination or other similar transaction or to acquire all or substantially all of the assets of such party or any of its subsidiaries, if, and only to the extent that, (i) such Board of Directors, after consultation with outside legal counsel (which may include its regularly engaged outside legal counsel), determines in good faith that such action is required for such Board of Directors to comply with its duties to its shareholders stockholders imposed by applicable Law and (ii) prior to furnishing such information to, or entering into discussions or negotiations with, such person, such party uses all reasonable efforts to obtain obtains from such person an executed confidentiality agreement on terms no less favorable to IVAX the Company or BergenParent, as the case may be, than those contained in the Confidentiality Agreement. Each party hereto shall notify the other parties hereto promptly if any proposal or offer, or any inquiry or contact with any person with respect thereto, regarding a Competing Transaction is made. Each party hereto immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Each party hereto agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party. Notwithstanding the foregoing, either party may enter into a confidentiality agreement containing a standstill provision which permits, or waive compliance with any existing standstill agreement in order to permit, a third party to make a confidential takeover proposal to the Board of Directors which could reasonably be expected to result in a Competing Transaction; provided, however, that either party may then further waive compliance with a standstill agreement in order to permit a third party to make such takeover proposal to such party's stockholders so as to enable the Company or Parent to terminate this Agreement pursuant to the provisions of Section 8.01(i) or (j), as the case may be; provided further that nothing in this Section 5.06(a) shall affect the obligation of the Company or Parent to pay the Company Termination Fee or the Parent Termination Fee (each as hereinafter defined) pursuant to the terms of Section 8.05.

No Solicitation of Transactions. Prior to the earlier of (ax) Each party to the termination of this Agreement in accordance with its terms and (y) the Closing, the Company and its Subsidiaries shall not, directly or indirectly, and shall instruct its officers, directors, employees, subsidiaries, agents or advisors or other representatives (including, without limitation, any investment banker, attorney or accountant retained by it), cause their respective Affiliates not to, directly or indirectly, through any officer, director, manager, employee, representative, attorney, advisor or agent of any of them or otherwise, (i) solicit, initiate initiate, pursue or knowingly encourage (including by way of furnishing nonpublic information)any inquiry, or take any other action knowingly to facilitate, any inquiries or the making of any proposal or offer from, (includingii) provide any non-public information to, without limitationor (iii) enter into any discussions, negotiations, arrangements or agreements with, any proposal entity, person or offer to group (other than Buyer, its shareholdersAffiliates or their designees) that constitutes(each, a “Third Party”) regarding or may reasonably be expected to lead to, any Competing Transaction, or enter into or maintain or continue discussions or negotiate with any person in furtherance of such inquiries a sale or to obtain a Competing Transaction, possible sale of all or agree to or endorse any Competing Transaction, or authorize or permit any part of the officers, directors or employees of such party Company or any of its subsidiariesSubsidiaries that is not in the ordinary course of business, whether by a sale of stock or assets, merger, recapitalization or similar transaction (an “Alternative Transaction”). In addition, promptly following the execution of this Agreement, the Company and its Subsidiaries shall, and shall instruct their representatives to, promptly terminate, suspend or otherwise discontinue any investment banker, financial advisor, attorney, accountant and all discussions or other representative retained by such party or negotiations with any of such party's subsidiaries, to take Third Parties regarding any such action; provided, however, Alternative Transactions that nothing contained in this Section 5.06 shall prohibit the Board of Directors of Bergen or IVAX from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from are pending on the date of this Agreement) proposal by such person to acquire such party pursuant to a merger, consolidation, share exchange, tender offer, exchange offer, business combination or other similar transaction or to acquire all or substantially all of the assets of such party . The Company agrees that if it or any of its subsidiariesSubsidiaries or representatives receives an unsolicited offer from a Third Party for an Alternative Transaction, if, and only the Company will promptly provide notice to Buyer of the extent that, (i) such Board of Directors, after consultation with outside legal counsel (which may include its regularly engaged outside legal counsel), determines in good faith fact that such action is required for unsolicited offer has been received and details regarding the terms of such Board of Directors to comply with its duties to its shareholders imposed by applicable Law and (ii) prior to furnishing such information to, or entering into discussions or negotiations with, such person, such party uses all reasonable efforts to obtain from such person an executed confidentiality agreement on terms no less favorable to IVAX or Bergen, as the case may be, than those contained in the Confidentiality Agreement. Each party hereto shall notify the other parties hereto promptly if any proposal or offer, or any inquiry or contact with any person with respect thereto, regarding a Competing Transaction is made. Each party hereto immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Each party hereto agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party.

No Solicitation of Transactions. (a) Each party to this Agreement Through the earlier of the Effective Time or February 28, 1999, Large Scale shall not, directly or indirectly, and shall instruct its officers, directors, employees, subsidiaries, agents or advisors or other representatives (including, without limitation, any investment banker, attorney or accountant retained by it), not to, directly or indirectly, solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action knowingly to facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) that constitutes, or may reasonably be expected to lead to, a transaction involving a change of control of Large Scale, the sale of all or substantially all of Large Scale's assets, a merger consolidation or reorganization of or with Large Scale or any Competing other party, the sale of 25% or more of Large Scale's stock or other similar transaction (collectively, "Other Transaction"), or enter into or maintain or continue discussions or negotiate with any person in furtherance of such inquiries or to obtain a Competing an Other Transaction, or agree to or endorse any Competing Other Transaction, or authorize or permit any of the officers, directors or employees of such party or any of its subsidiariesLarge Scale, or any investment banker, financial advisor, attorney, accountant or other representative retained by such party or any of such party's subsidiariesLarge Scale, to take any such action; provided, however, that nothing contained in this Section 5.06 . Large Scale shall prohibit the Board of Directors of Bergen or IVAX from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited (from the date of this Agreement) proposal by such person to acquire such party pursuant to a merger, consolidation, share exchange, tender offer, exchange offer, business combination or other similar transaction or to acquire all or substantially all of the assets of such party or any of its subsidiaries, ifnotify Biosource promptly, and only to the extent thatin no event later than three (3) business days after receipt, (i) such Board of Directors, after consultation with outside legal counsel (which may include its regularly engaged outside legal counsel), determines in good faith that such action is required for such Board of Directors to comply with its duties to its shareholders imposed by applicable Law and (ii) prior to furnishing such information to, or entering into discussions or negotiations with, such person, such party uses all reasonable efforts to obtain from such person an executed confidentiality agreement on terms no less favorable to IVAX or Bergen, as the case may be, than those contained in the Confidentiality Agreement. Each party hereto shall notify the other parties hereto promptly if any proposal or offer, or any inquiry or contact with any person with respect thereto, regarding a Competing an Other Transaction is made. Each party hereto Large Scale immediately shall 27 of 39. 32 cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing an Other Transaction. Each party hereto agrees Large Scale shall not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party. Large Scale shall use its best efforts to ensure that its officers, directors, employees, subsidiaries, agents and advisors or other representatives (including, without limitation, any investment banker, attorney or accountant retained by it) are aware of the restrictions described in this Section 6.5.

No Solicitation of Transactions. (a) Each party to this Agreement None of ALC or any ALC Subsidiary shall, or shall not, directly authorize or indirectly, and shall instruct permit any of its officers, directors, employees, subsidiaries, agents or advisors employees or other representatives (including, without limitation, any investment banker, attorney financial advisor, attorney, accountant, or accountant other representative or agent retained by it), not ALC or any ALC Subsidiary to, directly initiate or indirectly, solicit, initiate solicit or knowingly encourage (including by way of furnishing nonpublic non-public information), or take any other action knowingly to facilitatefacilitate knowingly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) that constitutes, or may reasonably be expected to lead to, any Competing TransactionThird Party Transaction (as such term is defined below in this Section 5.5), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Third Party Transaction, or agree . ALC shall promptly notify Retirement orally and in writing of all relevant details relating to or endorse any Competing Transaction, or authorize or permit any of the officers, directors or employees of such party all proposals that it or any of its subsidiaries, ALC Subsidiary or any such officer, director, employee, investment banker, financial advisor, attorney, accountant accountant, or other representative retained by such party or may receive relating to any of such party's subsidiariesmatters and, if such inquiry or proposal is in writing, ALC shall forthwith deliver to take any Retirement a copy of such actioninquiry or proposal; provided, however, that nothing contained in this Section 5.06 5.5(a) shall prohibit the Board of Directors of Bergen or IVAX ALC from (i) furnishing information to, or entering into discussions or negotiations or an agreement with, any person in connection with or entity that makes 38 45 an unsolicited offer of a Third Party Transaction (from the date of this Agreementa "Proposed ALC Transaction") proposal by such person to acquire such party pursuant to a merger, consolidation, share exchange, tender offer, exchange offer, business combination or other similar transaction or to acquire all or substantially all of the assets of such party or any of its subsidiaries, if, and only to the extent that, (iA) such the Board of DirectorsDirectors of ALC determines in its good faith judgment, after consultation with outside independent legal counsel (which may include its regularly engaged outside independent legal counsel), determines in good faith that such action is required for such the Board of Directors of ALC to comply with its fiduciary duties to shareholders under applicable law; (B) in making the determination referenced in clause (A) above, the Board of Directors of ALC shall have determined in good faith, after consultation with its financial advisors, that the Proposed ALC Transaction would result in a transaction more favorable to ALC's shareholders imposed than the transaction contemplated by applicable Law this Agreement (any such Proposed ALC Transaction, as contemplated by clauses (A) and (iiB) of this paragraph, referred to herein as a "Superior ALC Proposal"); and (C) prior to furnishing such information to, or entering into discussions or negotiations with, such personperson or entity, ALC (x) provides written notice to Retirement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such party uses all reasonable efforts to obtain person or entity and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms no less not more favorable to IVAX such person or Bergen, as entity than the case may be, than those terms contained in the Confidentiality Agreement. Each party hereto , dated October 19, 1998, between Retirement and ALC (the "Confidentiality Agreement"); (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer not made in violation of this Section 5.5(a); or (iii) failing to make or withdrawing or modifying its recommendation referred to in Section 5.1(d) if there exists a Third Party Transaction that the Board of Directors of ALC determines, in its good faith judgment, is a Superior ALC Proposal. (b) None of Retirement or any Retirement Subsidiary shall, or shall notify authorize or permit any of its officers, directors, or employees or any investment banker, financial advisor, attorney, accountant, or other representative or agent retained by Retirement or any Retirement Subsidiary to, initiate or solicit or knowingly encourage (including by way of furnishing non-public information), or take any other action to facilitate knowingly, any inquiries or the other parties hereto promptly if making of any proposal or offerthat constitutes, or may reasonably be expected to lead to, any inquiry Third Party Transaction, or contact enter into or maintain or continue discussions or negotiate with any person with respect theretoor entity in furtherance of such inquiries or to obtain a Third Party Transaction. Retirement shall promptly notify ALC orally and in writing of all relevant details relating to all proposals that it or any Retirement Subsidiary or any such officer, regarding director, employee, investment banker, financial advisor, attorney, accountant, or other representative may receive relating to any of such matters and, if such inquiry or proposal is in writing, Retirement shall forthwith deliver to ALC a Competing Transaction is made. Each party hereto immediately copy of such inquiry or proposal; provided, however, that nothing contained in this Section 5.5(b) shall cease and cause to be terminated all existing prohibit the Board of Directors of Retirement from (i) furnishing information to, or entering into discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. Each party hereto agrees not to release any third party from, or waive any provision ofan agreement with, any confidentiality person or standstill agreement entity that makes an unsolicited offer of a Third Party Transaction (a "Proposed Retirement Transaction") if, and only to the extent that, (A) the Board of Directors of Retirement determines in its good faith judgment, after consultation with independent legal counsel (which it may include its regularly engaged independent legal counsel), that such action is a party.required for the Board of Directors of Retirement to comply with its fiduciary duties to shareholders under applicable law; (B) in making the determination referenced in clause (A) above, the Board of