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 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 6.06 shall prohibit the Board board of Directors directors of Bergen CGI or IVAX STC 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 complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer or (ii) after receiving the advice of Directorsoutside counsel to the effect that the board of directors of STC or CGI, as the case may be, is required to do so in order to discharge properly its fiduciary duties, considering, negotiating and approving and recommending to the shareholders of STC or CGI, as the case may be, an unsolicited bona fide written acquisition proposal which (A) was not received in violation of this Section 6.06, (B) if executed or consummated would be a Competing Transaction, (C) is not subject to financing and (D) the board of directors of STC or CGI, as the case may be, determines in good faith, after consultation with outside legal counsel (which may include its regularly engaged outside legal counsel)financial advisors, determines would result 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 a transaction more favorable to IVAX STC's or BergenCGI's stockholders, as the case may be, than those contained in the Confidentiality Agreementtransaction contemplated by this Agreement (any such acquisition proposal, a "Superior Proposal"). 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 such an acquisition proposal or 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 None of the parties hereto agrees not to shall release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party. Each party hereto shall use its best efforts to ensure that its officers, directors, employees and subsidiaries and any investment banker or other advisor or representative retained by such party are aware of the restrictions described in this Section 6.06.

No Solicitation of Transactions. (a) Each party to Until the earlier of the Effective Time and termination of this Agreement shall notpursuant to ARTICLE VIII, directly or indirectlyexcept as set forth in Section 6.04(b), the Company agrees that neither it nor any of its Subsidiaries will, and shall instruct that it will cause its officers, directors, employees, subsidiaries, agents or advisors or other representatives and its Subsidiaries’ Representatives (including, without limitation, any investment banker, attorney or accountant retained by itany Group Company), not to, in each case, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing nonpublic informationinformation concerning any Group Company), 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 that in the Company’s good faith judgment could reasonably be expected to lead to, any Competing Transaction, or (ii) enter into or into, maintain or continue discussions or negotiate with negotiations with, or provide any nonpublic information concerning any Group Company to, any person in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, (iii) agree to, approve, endorse or agree recommend any Competing Transaction or enter into any letter of intent or Contract or commitment contemplating or otherwise relating to or endorse any Competing Transaction, (iv) release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a party, or (v) authorize or permit any of the officers, directors or employees of such party the Company or any of its subsidiariesSubsidiaries, or any investment banker, financial advisor, attorney, accountant or other representative Representative retained by such party or acting directly or indirectly under the direction of the Company or any of such party's subsidiariesits Subsidiaries, to take any such action; provided, however, that nothing contained action set forth in clauses (a)(i) — (a)(iv) of this Section 5.06 6.04. The Company shall prohibit notify Parent as promptly as practicable (and in any event within twenty-four (24) hours after 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 counselCompany has knowledge thereof), determines orally and in good faith that such action is required for such Board writing, 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 or that in the Company’s good faith judgment would reasonably be expected to lead to a Competing Transaction, specifying (x) the material terms and conditions thereof (including material amendments or proposed material amendments) and providing, if applicable, copies of any written proposals or offers, including proposed agreements, (y) the identity of the party making such proposal or offer, and (z) whether the Company has any intention to provide confidential information to such person. The Company shall keep Parent informed, on a reasonably current basis (and in any event within forty-eight (48) hours of the occurrence of any material changes, developments, discussions or negotiations), of the status and terms of any such proposal or offer and of any material changes in the status and terms of any such proposal, offer, inquiry, contact or request (including the material terms and conditions thereof). Without limiting the foregoing, the Company shall (A) promptly notify Parent orally and in writing if it determines to initiate actions concerning a proposal, offer, inquiry, contact or request, in each case as permitted by this Section 6.04, and (B) provide Parent with twenty-four (24) hours prior notice (or such lesser prior notice as is madeprovided to the members of the Company Board or members of the Special Committee) of any meeting of the Company Board or Special Committee at which the Company Board or Special Committee, as applicable, is reasonably expected to consider any Competing Transaction. Each party hereto The Company 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 not, directly The Company agrees that no Group Company and none of the directors or indirectlyofficers of any Group Company shall, and that it shall instruct cause its officers, directors, employees, subsidiaries, agents or advisors or other representatives and its Subsidiaries’ Representatives (including, without limitation, any investment banker, attorney or accountant retained by itit or any Group Company), not to, in each case, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing nonpublic informationinformation in a manner designed to encourage), or take any other action knowingly to facilitate, any inquiries or the making of any proposal or offer Acquisition Proposal (including, without limitation, any proposal or offer to its shareholders) that constitutes, or may could reasonably be expected to lead to, any Competing TransactionAcquisition Proposal, or (ii) enter into or into, maintain or continue discussions or negotiate with negotiations with, or provide any nonpublic information relating to any Group Company or the Transactions to, any person or entity in furtherance of such inquiries or to obtain a Competing Transactionconnection with, or in order to obtain, an Acquisition Proposal, or (iii) agree to, approve, adopt, endorse or recommend (or publicly propose to agree to approve, adopt, endorse or endorse recommend) any Competing TransactionAcquisition Proposal, or enter into any Alternative Acquisition Agreement, or consummate, any Acquisition Proposal, or (iv) authorize or permit any of the officers, directors or employees Representatives 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, Group Company to take any such action; provided, however, that nothing contained action set forth in clauses (a)(i) – (a)(iii) of this Section 5.06 shall prohibit the Board of Directors of Bergen or IVAX from furnishing information to6.04 (in each case, 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 than to the extent that, (i) such Board of Directors, after consultation with outside legal counsel (which may include its regularly engaged outside legal counselexpressly permitted pursuant to Section 6.04(b), 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 (ii6.04(c) 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 Agreement6.04(d)). Each party hereto The Company shall notify Parent as promptly as practicable (and in any event within twenty-four (24) hours after the other parties hereto promptly if Company has knowledge thereof), orally and in writing, of any proposal or offer, or any request for information or other inquiry or request, that could reasonably be expected to lead to an Acquisition Proposal, specifying (x) the material terms and conditions thereof (including material amendments or proposed material amendments) and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements, (y) the identity of the party making such proposal or offer or inquiry or contact, and (z) whether the Company has any intention to provide confidential information to such person. The Company shall keep Parent informed, on a reasonably current basis (and in any event within twenty-four (24) hours of the occurrence of any material changes, developments, discussions or negotiations) of the status and terms of any such proposal, offer, inquiry, contact or request and of any material changes in the status and terms of any such proposal, offer, inquiry, contact or request (including the material terms and conditions thereof) and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements. Without limiting the foregoing, the Company shall (A) promptly notify Parent orally and in writing if it determines to initiate actions concerning a proposal, offer, inquiry, contact or request, in each case as permitted by this Section 6.04, and (B) provide Parent with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of the Company Board or members of the Special Committee) of any person with respect theretomeeting of the Company Board or Special Committee at which the Company Board or Special Committee, regarding a Competing Transaction is madeas applicable, may consider any Acquisition Proposal. Each party hereto The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transactionan Acquisition Proposal. Each party hereto agrees The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Third Party which prohibits the Company from providing such information to Parent, or release any third party Third Party from, or waive any provision of, any confidentiality or standstill agreement to which it is a partyin connection with an Acquisition Proposal, other than as expressed permitted under this Section 6.04.

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 VG shall not, directly or indirectly, and shall instruct its officers, directors, employees, subsidiaries, agents or advisors or and 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 non-public 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 TransactionTransaction (as hereinafter defined), 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; action provided, however, that nothing contained in this Section 5.06 5.04 shall prohibit the Board of Directors of Bergen or IVAX VG Special Committee from (x) furnishing information to, or entering into discussions or negotiations with, any person in connection with or entity that makes an unsolicited bona fide proposal in writing to engage in a takeover transaction which the Board of Directors of VG in good faith determines represents a financially superior transaction (from a "Superior Proposal") for 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 shareholders of the assets of such party or any of its subsidiariesCompany as compared to the Merger, if, and only to the extent that, (iA) such the Board of Directors, Directors of VG determines after consultation with Greexxxxx Xxxuxxx Xxxfxxx Xxxoxx Xxxex & Xuenxxx, X.A. or other outside legal counsel (which may include of national reputation for its regularly engaged outside legal counsel), determines expertise in good faith that such action is required for such corporate and securities law matters as the Board of Directors of VG shall select ("VG Counsel"), that failure to comply take such action would be inconsistent with the compliance by the Board of Directors of VG with its fiduciary duties to its shareholders imposed by applicable Law and law, (iiB) prior to or concurrently with furnishing such information to, or entering into discussions or negotiations with, such persona person or entity, VG provides written notice to LESUS to the effect that it is furnishing information to, or entering into discussions or negotiations with, such party uses all reasonable efforts to obtain from a person or entity, and (C) VG keeps LESUS informed of the status (excluding, however, the identity of such person an executed confidentiality agreement on or entity and the terms no less favorable of any proposal) of any such discussion or negotiations, and (y) to IVAX or Bergenthe extent applicable, as complying with Rule 14e-2 promulgated under the case may be, than those contained in the Confidentiality AgreementExchange Act with regard to a takeover transaction. Each party hereto VG shall promptly notify the other parties hereto promptly LESUS 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 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 51 45 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 6.06 shall prohibit the Board board of Directors directors of Bergen CGI or IVAX STC 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 complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer or (ii) after receiving the advice of Directorsoutside counsel to the effect that the board of directors of STC or CGI, as the case may be, is required to do so in order to discharge properly its fiduciary duties, considering, negotiating and approving and recommending to the shareholders of STC or CGI, as the case may be, an unsolicited bona fide written acquisition proposal which (A) was not received in violation of this Section 6.06, (B) if executed or consummated would be a Competing Transaction, (C) is not subject to financing and (D) the board of directors of STC or CGI, as the case may be, determines in good faith, after consultation with outside legal counsel (which may include its regularly engaged outside legal counsel)financial advisors, determines would result 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 a transaction more favorable to IVAX STC's or BergenCGI's stockholders, as the case may be, than those contained in the Confidentiality Agreementtransaction contemplated by this Agreement (any such acquisition proposal, a "Superior Proposal"). 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 such an acquisition proposal or 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 None of the parties hereto agrees not to shall release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party. Each party hereto shall use its best efforts to ensure that its officers, directors, employees and subsidiaries and any investment banker or other advisor or representative retained by such party are aware of the restrictions described in this Section 6.06.

No Solicitation of Transactions. (a) Each party Subject to this Agreement Section 7.1, each of the Apple REITs agrees that it shall not, not directly or indirectly, and shall instruct its officersthrough any officer, directorsdirector, employeesemployee, subsidiariesagent, agents or advisors or other representatives (including, without limitation, any investment banker, attorney financial advisor, attorney, accountant, broker, finder or accountant retained by it)other representative, not to(i) initiate, directly or indirectly, solicit, initiate solicit or knowingly encourage or facilitate (including by way of furnishing nonpublic information), information or take any other action knowingly to facilitate, assistance) 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 TransactionTransaction (an “Acquisition Proposal”), or authorize any of its officers, directors, employees, agents, attorneys, investment bankers, financial advisors, accountants, brokers, finders or permit other representatives to take any such action or (ii) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement regarding, or that is intended to result in, or would reasonably be expected to lead to, any Competing Transaction (an “Acquisition Agreement”). For purposes of this Agreement, “Competing Transaction” shall mean any of the officersfollowing (other than the transactions contemplated by this Agreement) with respect to an Apple REIT that is the subject of an Acquisition Proposal (as applicable, directors the “Target Party”): (i) any merger, reorganization, consolidation, share exchange, business combination, or employees of similar transaction involving such party Target Party (or any of its subsidiariesSubsidiaries) pursuant to which any Person or group of Persons party thereto, or the shareholders of such Person or Persons, beneficially owns or would beneficially own 25% or more of the outstanding common shares or the outstanding voting power of such Target Party, or, if applicable, any investment bankersurviving entity or the parent entity resulting from any such transaction, financial advisor, attorney, accountant or other representative retained by immediately upon consummation thereof; (ii) a recapitalization of such party Target Party (or any of its Subsidiaries) or any transaction similar to a transaction referred to in clause (i) involving such party's subsidiariesTarget Party (or any of its Subsidiaries) pursuant to which any Person or group of Persons party thereto, to take or its shareholders, beneficially owns or would beneficially own 25% or more of the outstanding common shares or the outstanding voting power of such Target Party or such Subsidiary or, if applicable, the parent entity resulting from any such actiontransaction immediately upon consummation thereof; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 25% or more (based upon the depreciated carrying cost of the assets on the books of such Target Party) of the consolidated assets of such Target Party and its Subsidiaries taken as a whole in a single transaction or series of related transactions; or (iv) any transaction, including any tender offer, exchange offer or share exchange, in which any Person or “group” (as defined in Rule 13d-3 of the Exchange Act) shall acquire or have the right to acquire beneficial ownership of 25% or more of the outstanding common shares of such Target Party (or any Subsidiary of such Target Party) or of the outstanding voting power of such Target Party (or any Subsidiary of such Target Party), or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such common shares or other securities representing such voting power, whether from such Target Party (or Subsidiary of such Target Party) or pursuant to a tender offer or exchange offer or otherwise; provided, however, that nothing contained in this Section 5.06 shall prohibit no transaction involving solely the Board acquisition of Directors capital stock or assets 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 Subsidiary of this Agreement) proposal such Target Party 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 Target Party will be deemed 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 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. (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 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. 5.5.