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. 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 The Company will not takenot, and will not permit cause the Company or any Affiliate of Seller or the Company (or permit any other Person acting for or on behalf of Seller, Subsidiary and the Company's and the Subsidiary's respective officers, directors, employees, agents or any Affiliate of Seller or the Company) to takeaffiliates, not to, directly or indirectly, any action to (1) seek solicit, authorize, initiate or encourage submission of, any proposal, offer, tender offer or proposal exchange offer from any Person person or entity (including any of its or their 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 material equity interest in, the Company or the Subsidiary or other securities similar transaction or business combination involving the Company or the Subsidiary, or, unless the Company shall have determined, based on the advice of counsel to the Company, that the Board of Directors of the Company has a fiduciary duty to do so, (a) participate in any negotiations in connection with or in furtherance of any interest therein of the foregoing or Assets (b) permit any person other than the Purchaser and Properties thereof or its representatives to have any interest therein; (2) merge, consolidateaccess to the facilities of, 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 (6c) furnish or cause to be furnished any person other than the Purchaser and its representatives any information with respect to to, the Company to any Person (other than Buyer or the Kansas Insurance Department) that Seller Subsidiary in connection with or in furtherance of any Affiliate of Seller (or any Person acting for or on behalf of Seller, the Company, or any other Affiliate of Seller or foregoing. The Company shall promptly notify the Company) knows or has reason to believe is in the process of attempting or considering Purchaser if 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 the nature of any written informational requestPurchaser with such information regarding such proposal, offer, inquiry or contact which is madeas the Purchaser may request. Notwithstanding the foregoing, this Section 8.5 shall not be deemed to prohibit the Company or its officers, directors, employees, agents and affiliates from initiating, encouraging, negotiating and entering into any acquisition or purchase of a business or assets using shares of the Company's Common Stock as consideration for the acquisition or purchase so long as the number of shares of Common Stock to be issued in the transaction (assuming the exercise or conversion of any Share Acquisition Rights or Convertible Securities to be issued in the transaction) does not exceed 20% of the shares of Common Stock then outstanding.

NO NEGOTIATIONS, ETC. Except as otherwise contemplated by this Agreement, Seller will not take, and will not permit the Company or any other Affiliate of 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 any interest therein or Assets and Properties thereof or any interest therein; material assets of the Company, (2b) to merge, consolidate, 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 assets of the Company or any interests therein, except as contemplated by the terms of this Agreement; , (5e) 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 to cause to be furnished any information with respect to the Company to any Person (other than Buyer or the Kansas Insurance DepartmentBuyer) 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 Seller, the Company, Company or any other Affiliate of Seller or the Company receives from any Person (other than Buyer) any written offer, proposal, proposal or informational request, inquiry or contact request that is subject to this Section 5.3section, Seller will promptly advise such Person, by written notice, of the terms of this Section 5.3 section 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 madeBuyer.

NO NEGOTIATIONS, ETC. Seller ALIC will not take, and will not permit the Company AVXXX or AIC or any other Affiliate of Seller or the Company ALIC (or permit any other Person acting for or fox xx 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 ALIC, AVLIC or AIC, or any other Affiliate of Seller xx ALIC (or any Person acting for or on behalf behalx xx any 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 ALIC's ability to perform its obligations xxxxx this Agreement. If SellerALIC, the CompanyAVLIC or AIC, or any other Affiliate of Seller or the Company xx ALIC, receives from any Person (other than BuyerXXX) any written offer, proposal, proposal or informational request, inquiry or contact request that is subject to this Section 5.35.4, Seller ALIC will promptly advise such Person, by written xxxxten 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 ALIC 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 axxxxd pursuant to Section 3.6 hereof.

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.

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.