Common use of Company Non-Solicitation Clause in Contracts

Company Non-Solicitation. (a) The Company agrees that, during the Pre-Closing Period, neither it nor any of its Subsidiaries shall, nor shall it or any of its Subsidiaries authorize any of its Representatives to, directly or indirectly: (i) solicit, initiate or knowingly encourage, induce or knowingly facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry; (ii) furnish any non-public information regarding the Company or any of its Subsidiaries to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal (subject to Section 5.2); (v) execute or enter into any letter of intent or any Contract contemplating or otherwise relating to any Acquisition Transaction; or (vi) publicly propose to do any of the foregoing; provided, however, that, notwithstanding anything contained in this Section 4.5 and subject to compliance with this Section 4.5, prior to obtaining the Required Company Stockholder Vote, the Company may, directly or indirectly through any of its Representatives, (x) furnish access and nonpublic information regarding Company to, (y) enter into or participate in discussions or negotiations with or (z) contact, in order to clarify the terms and conditions of any Acquisition Proposal so as to determine if such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Offer, any Person in response to a bona fide Acquisition Proposal by such Person if: (A) neither Company nor any of its Representatives shall have breached this Section 4.5 in any material respect in connection with the making of such Acquisition Proposal; (B) the Company Board concludes in good faith after consultation with outside financial advisors and legal counsel that such Acquisition Proposal constitutes, or is reasonably likely to result in, a Superior Offer and that the failure to take such action contemplated in clauses (x), (y) or (z) above is reasonably likely to be inconsistent with the fiduciary duties of the Company Board under applicable Law; (C) at least twenty-four (24) hours prior to furnishing such nonpublic confidential information to, or entering into discussions with, such Person, the Company gives Parent written notice of the identity of such Person and of the Company’s intention to furnish nonpublic information to, or enter into discussions with, such Person; (D) prior to furnishing any nonpublic information, the Company receives from such Person an executed confidentiality agreement containing provisions, in the aggregate, at least as favorable to the Company as those contained in the Confidentiality Agreement; and (E) within twenty-four (24) hours after furnishing any such nonpublic information to such Person, the Company furnishes or makes available such nonpublic information to Parent (to the extent such information has not been previously furnished or made available by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that, in the event any Representative of the Company (whether or not such Representative is purporting to act on behalf of the Company) takes any action that, if taken by the Company, would constitute a breach of this Section 4.5, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 4.5 by the Company for purposes of this Agreement.

Company Non-Solicitation. (a) The Except as expressly permitted by this Section 4.04, from and after the date of this Agreement until the earliest to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with Article VII, the Company agrees thatshall not, during the Pre-Closing Period, neither it nor any of its Subsidiaries shall, nor and shall it or any of its Subsidiaries authorize any of use reasonable best efforts to cause its Representatives not to, directly or indirectly: , (i) solicit, initiate or knowingly encourage, induce encourage or knowingly facilitate any inquiries, offers or the communication, making, submission making of any proposal or announcement of that constitutes or could reasonably be expected to lead to any Acquisition Proposal or Acquisition Inquiry; Company Takeover Proposal, (ii) engage in, continue or otherwise participate in any negotiations or discussions with any third party (other than Parent or Merger Sub or their respective Representatives) regarding any Company Takeover Proposal or any inquiry, indication of interest, proposal or offer that could reasonably be expected to lead to a Company Takeover Proposal, (iii) furnish any non-public nonpublic information regarding the Company (or any of its Subsidiaries Company Joint Ventures) to any Person person (other than Parent or Merger Sub or their respective Representatives) in connection with or in response to an Acquisition any Company Takeover Proposal or Acquisition Inquiry; (iii) engage in discussions any inquiry, indication of interest, proposal or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal (subject to Section 5.2); (v) execute or enter into any letter of intent or any Contract contemplating or otherwise relating to any Acquisition Transaction; or (vi) publicly propose to do any of the foregoing; provided, however, that, notwithstanding anything contained in this Section 4.5 and subject to compliance with this Section 4.5, prior to obtaining the Required Company Stockholder Vote, the Company may, directly or indirectly through any of its Representatives, (x) furnish access and nonpublic information regarding Company to, (y) enter into or participate in discussions or negotiations with or (z) contact, in order to clarify the terms and conditions of any Acquisition Proposal so as to determine if such Acquisition Proposal constitutes, or would offer that could reasonably be expected to result in, a Superior Offer, any Person in response lead to a bona fide Acquisition Company Takeover Proposal, (iv) adopt, approve, recommend, submit to stockholders or declare advisable any Company Takeover Proposal, (v) release or permit the release of any provision of any confidentiality, standstill, or similar provision of any agreement to which the Company is a party (except that the Company may waive such a "standstill" or similar agreement or obligation solely to permit a person privately to make a Company Takeover Proposal by such Person if: (A) neither Company nor any of its Representatives shall have breached this Section 4.5 in any material respect in connection with the making of such Acquisition Proposal; (B) to the Company Board concludes if the Company Board has determined in good faith after consultation with the Company's outside financial advisors and legal counsel that such Acquisition Proposal constitutes, or is reasonably likely to result in, a Superior Offer and that the failure to take such action contemplated in clauses (x), (y) or (z) above is would reasonably be likely to be inconsistent with result in a breach of the fiduciary duties of the members of the Company Board under applicable Law; Delaware law), (Cvi) at least twenty-four (24) hours prior to furnishing such nonpublic confidential information toapprove any transaction under, or entering any person becoming an "interested stockholder" under, Section 203 of the DGCL, (vii) enter into a letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement, confidentiality agreement, in each case, with respect to a Company Takeover Proposal, or (viii) resolve or agree to do any of the foregoing. The Company shall (I) promptly (and in no event later than one Business Day after receipt) notify Parent in writing of the receipt of any Company Takeover Proposal (or any request for information, discussions with, such Person, or negotiations for access to the properties or books and records of the Company gives Parent written in connection with a Company Takeover Proposal) after the date of this Agreement, which notice of shall include the identity of the person making such Person and of the Company’s intention to furnish nonpublic information to, or enter into discussions with, such Person; (D) prior to furnishing any nonpublic informationCompany Takeover Proposal, the material terms thereof (including the price and type of consideration offered by the person making such Company receives from such Person an executed confidentiality agreement containing provisions, in the aggregate, at least as favorable Takeover Proposal) and a copy of any documentation relating to the Company as those contained in the Confidentiality Agreement; and (E) within twenty-four (24) hours after furnishing any such nonpublic information to such Person, the Company furnishes or makes available such nonpublic information to Parent (to the extent such information has not been previously furnished or made available Takeover Proposal received by the Company to Parent). Without limiting or any of its Representatives in connection therewith or a reasonably detailed summary thereof if not made in writing (the generality "Proposal Information") and (II) keep Parent reasonably informed on a reasonably current basis of the foregoing, status and material details (including any material developments (including any changes to the price and type of consideration offered and any other material change to the terms)) with respect to such Company acknowledges and agrees that, in the event any Representative of the Company (whether or not such Representative is purporting to act on behalf of the Company) takes any action that, if taken by the Company, would constitute a breach of this Section 4.5, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 4.5 by the Company for purposes of this AgreementTakeover Proposal.

Company Non-Solicitation. (ai) The From the Signing Date until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 9.01, (A) each Company agrees that, during the Pre-Closing Period, neither it nor any of its Subsidiaries shall, nor and shall it or cause the Company Subsidiaries, Parentco, and each Merger Sub and its and their respective officers and directors to, immediately cease, and shall instruct and cause its and their respective other Representatives to immediately cease, all existing discussions, negotiations and communications with any of Persons with respect to any Company Acquisition Proposal, (B) each Company shall not, and shall cause their respective Company Subsidiaries, Parentco, each Merger Sub and its Subsidiaries authorize any of and their respective officers and directors not to, and shall instruct and cause its other respective Representatives not to, directly or indirectly: , (i1) initiate, seek, solicit, initiate knowingly facilitate or knowingly encourageencourage (including by way of furnishing any nonpublic information), induce whether publicly or knowingly facilitate otherwise, any inquiries with respect to, or the communicationmaking or submission of, makinga Company Acquisition Proposal, submission (2) enter into or announcement engage in any negotiations or discussions with, or provide any nonpublic information to, or afford access to the business, properties, assets, books or records of any Acquisition Proposal or Acquisition Inquiry; of the Group Companies to, any Person (ii) furnish any non-public information regarding the Company other than Tastemaker or any of its Subsidiaries Representatives) relating to or for the purpose of encouraging or facilitating any Person in connection with or in response to an Company Acquisition Proposal (other than to state that the terms of this Agreement prohibit such discussions), (3) amend or Acquisition Inquiry; (iii) engage in discussions grant any waiver or negotiations with release under any Person standstill or similar agreement with respect to any Acquisition Proposal or Acquisition Inquiry; class of equity interests of any Group Company, (iv4) approve, endorse or recommend any Acquisition Proposal (subject to Section 5.2); (v) endorse, recommend, execute or enter into any agreement in principle, letter of intent intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or any other Contract contemplating or otherwise relating to any Company Acquisition Transaction; Proposal or any proposal or offer that could reasonably be expected to lead to a Company Acquisition Proposal, or (vi5) publicly propose resolve or agree to do any of the foregoing; provided, however, that, notwithstanding anything contained in this Section 4.5 and subject to compliance with this Section 4.5, prior to obtaining the Required Company Stockholder Vote, the Company may, directly foregoing or indirectly through any of its Representatives, (x) furnish access and nonpublic information regarding Company to, (y) enter into otherwise authorize or participate in discussions or negotiations with or (z) contact, in order to clarify the terms and conditions of any Acquisition Proposal so as to determine if such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Offer, any Person in response to a bona fide Acquisition Proposal by such Person if: (A) neither Company nor permit any of its Representatives shall have breached this Section 4.5 in any material respect in connection with the making of such Acquisition Proposal; (B) the Company Board concludes in good faith after consultation with outside financial advisors and legal counsel that such Acquisition Proposal constitutes, or is reasonably likely to result in, a Superior Offer and that the failure to take any such action contemplated in clauses (x)action, (y) or (z) above is reasonably likely to be inconsistent with the fiduciary duties of the Company Board under applicable Law; (C) at least twenty-four each Group Company shall not provide any third party and shall on the Signing Date, terminate access of any third party who has made or indicated an interest in making a Company Acquisition Proposal to any data room (24virtual or actual) hours prior to furnishing such nonpublic confidential information to, or entering into discussions with, such Person, the Company gives Parent written notice of the identity of such Person and of the Company’s intention to furnish containing any nonpublic information to, or enter into discussions with, such Person; of any Group Company and (D) prior to furnishing any nonpublic information, the Company receives from such Person an executed confidentiality agreement containing provisions, in the aggregate, at least as favorable to the Company as those contained in the Confidentiality Agreement; and (E) within twenty-four (24) hours after furnishing any such nonpublic information to such Person, the Company furnishes or makes available such nonpublic information to Parent (to the extent such information has not been previously furnished or made available by the Company to Parent). Without limiting the generality two Business Days of the foregoingSigning Date, Quality Gold shall demand the return or destruction of all confidential, non-public information and materials that have been provided to third parties that have entered into confidentiality agreements relating to a possible Company acknowledges and agrees that, in the event Acquisition Proposal with any Representative of the Company (whether or not such Representative is purporting to act on behalf of the Group Company) takes any action that, if taken by the Company, would constitute a breach of this Section 4.5, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 4.5 by the Company for purposes of this Agreement.. 60

Company Non-Solicitation. (a) The Except as expressly permitted by this Section 4.04, from and after the date of this Agreement until the earliest to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with Article VII, the Company agrees thatshall not, during the Pre-Closing Period, neither it nor any of its Subsidiaries shall, nor and shall it or any of its Subsidiaries authorize any of use reasonable best efforts to cause its Representatives not to, directly or indirectly: , (i) solicit, initiate or knowingly encourage, induce encourage or knowingly facilitate any inquiries, offers or the communication, making, submission making of any proposal or announcement of that constitutes or could reasonably be expected to lead to any Acquisition Proposal or Acquisition Inquiry; Company Takeover Proposal, (ii) engage in, continue or otherwise participate in any negotiations or discussions with any third party (other than Parent or Merger Sub or their respective Representatives) regarding any Company Takeover Proposal or any inquiry, indication of interest, proposal or offer that could reasonably be expected to lead to a Company Takeover Proposal, (iii) furnish any non-public nonpublic information regarding the Company (or any of its Subsidiaries Company Joint Ventures) to any Person person (other than Parent or Merger Sub or their respective Representatives) in connection with or in response to an Acquisition any Company Takeover Proposal or Acquisition Inquiry; (iii) engage in discussions any inquiry, indication of interest, proposal or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal (subject to Section 5.2); (v) execute or enter into any letter of intent or any Contract contemplating or otherwise relating to any Acquisition Transaction; or (vi) publicly propose to do any of the foregoing; provided, however, that, notwithstanding anything contained in this Section 4.5 and subject to compliance with this Section 4.5, prior to obtaining the Required Company Stockholder Vote, the Company may, directly or indirectly through any of its Representatives, (x) furnish access and nonpublic information regarding Company to, (y) enter into or participate in discussions or negotiations with or (z) contact, in order to clarify the terms and conditions of any Acquisition Proposal so as to determine if such Acquisition Proposal constitutes, or would offer that could reasonably be expected to result in, a Superior Offer, any Person in response lead to a bona fide Acquisition Company Takeover Proposal, (iv) adopt, approve, recommend, submit to stockholders or declare advisable any Company Takeover Proposal, (v) release or permit the release of any provision of any confidentiality, standstill, or similar provision of any agreement to which the Company is a party (except that the Company may waive such a “standstill” or similar agreement or obligation solely to permit a person privately to make a Company Takeover Proposal by such Person if: (A) neither Company nor any of its Representatives shall have breached this Section 4.5 in any material respect in connection with the making of such Acquisition Proposal; (B) to the Company Board concludes if the Company Board has determined in good faith after consultation with the Company’s outside financial advisors and legal counsel that such Acquisition Proposal constitutes, or is reasonably likely to result in, a Superior Offer and that the failure to take such action contemplated in clauses (x), (y) or (z) above is would reasonably be likely to be inconsistent with result in a breach of the fiduciary duties of the members of the Company Board under applicable Law; Delaware law), (Cvi) at least twenty-four (24) hours prior to furnishing such nonpublic confidential information toapprove any transaction under, or entering any person becoming an “interested stockholder” under, Section 203 of the DGCL, (vii) enter into a letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement, confidentiality agreement, in each case, with respect to a Company Takeover Proposal, or (viii) resolve or agree to do any of the foregoing. The Company shall (I) promptly (and in no event later than one Business Day after receipt) notify Parent in writing of the receipt of any Company Takeover Proposal (or any request for information, discussions with, such Person, or negotiations for access to the properties or books and records of the Company gives Parent written in connection with a Company Takeover Proposal) after the date of this Agreement, which notice of shall include the identity of the person making such Person and of the Company’s intention to furnish nonpublic information to, or enter into discussions with, such Person; (D) prior to furnishing any nonpublic informationCompany Takeover Proposal, the material terms thereof (including the price and type of consideration offered by the person making such Company receives from such Person an executed confidentiality agreement containing provisions, in the aggregate, at least as favorable Takeover Proposal) and a copy of any documentation relating to the Company as those contained in the Confidentiality Agreement; and (E) within twenty-four (24) hours after furnishing any such nonpublic information to such Person, the Company furnishes or makes available such nonpublic information to Parent (to the extent such information has not been previously furnished or made available Takeover Proposal received by the Company to Parent). Without limiting or any of its Representatives in connection therewith or a reasonably detailed summary thereof if not made in writing (the generality “Proposal Information”) and (II) keep Parent reasonably informed on a reasonably current basis of the foregoing, status and material details (including any material developments (including any changes to the price and type of consideration offered and any other material change to the terms)) with respect to such Company acknowledges and agrees that, in the event any Representative of the Company (whether or not such Representative is purporting to act on behalf of the Company) takes any action that, if taken by the Company, would constitute a breach of this Section 4.5, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 4.5 by the Company for purposes of this AgreementTakeover Proposal.

Company Non-Solicitation. (ai) The From the date of this Agreement until the earlier of the First Effective Time and the termination of this Agreement in accordance with Section 8.01, except as provided in this Section 6.06(a), (A) the Company agrees that, during the Pre-Closing Period, neither it nor any of its Subsidiaries shall, nor and shall it or cause the Company Subsidiaries and its and their respective officers and directors to, immediately cease, and shall instruct and cause its and their respective other Representatives to immediately cease, all existing discussions, negotiations and communications with any of Persons with respect to any Company Acquisition Proposal, (B) the Company shall not, and shall cause the Company Subsidiaries and its Subsidiaries authorize any of and their respective officers and directors not to, and shall instruct and cause its other Representatives not to, directly or indirectly: , (i1) initiate, seek, solicit, initiate knowingly facilitate or knowingly encourageencourage (including by way of furnishing any nonpublic information), induce whether publicly or knowingly facilitate otherwise, any inquiries with respect to, or the communicationmaking or submission of, makinga Company Acquisition Proposal, submission (2) enter into or announcement engage in any negotiations or discussions with, or provide any nonpublic information to, or afford access to the business, properties, assets, books or records of any Acquisition Proposal or Acquisition Inquiry; (ii) furnish any non-public information regarding the Company or any of its the Company Subsidiaries to to, any Person in connection with (other than Xxxxxxxx or in response any of its Representatives) relating to an or for the purpose of encouraging or facilitating any Company Acquisition Proposal (other than to state that the terms of this Agreement prohibit such discussions), (3) amend or grant any waiver or release under any standstill or similar agreement (except that if the Company Board determines in good faith that the failure to grant any waiver or release would be inconsistent with its fiduciary duties under Israeli Law, the Company may waive any such standstill provision in order to permit a third party to make and pursue a Company Acquisition Inquiry; Proposal) (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv4) approve, endorse or recommend any Acquisition Proposal (subject to Section 5.2); (v) endorse, recommend, execute or enter into any agreement in principle, letter of intent intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or any other Contract contemplating or otherwise relating to any Company Acquisition Transaction; Proposal or any proposal or offer that could reasonably be expected to lead to a Company Acquisition Proposal, or (vi5) publicly propose resolve or agree to do any of the foregoing; provided, however, that, notwithstanding anything contained in this Section 4.5 and subject to compliance with this Section 4.5, prior to obtaining the Required Company Stockholder Vote, the Company may, directly foregoing or indirectly through any of its Representatives, (x) furnish access and nonpublic information regarding Company to, (y) enter into otherwise authorize or participate in discussions or negotiations with or (z) contact, in order to clarify the terms and conditions of any Acquisition Proposal so as to determine if such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Offer, any Person in response to a bona fide Acquisition Proposal by such Person if: (A) neither Company nor permit any of its Representatives shall have breached this Section 4.5 in to take any material respect in connection with the making of such Acquisition Proposal; action, (BC) the Company Board concludes shall not provide any third party and shall on the date of this Agreement, terminate access of any third party who has made or indicated an interest in good faith after consultation with outside financial advisors and legal counsel that such making a Company Acquisition Proposal constitutes, to any data room (virtual or is reasonably likely to result in, a Superior Offer and that the failure to take such action contemplated in clauses (x), (yactual) or (z) above is reasonably likely to be inconsistent with the fiduciary duties containing any nonpublic information of the Company Board under applicable Law; or any of the Company Subsidiaries and (CD) at least twenty-four within two (242) hours prior to furnishing such nonpublic confidential information to, or entering into discussions with, such PersonBusiness Days of the date of this Agreement, the Company gives Parent written notice shall demand the return or destruction of the identity of such Person all confidential, non-public information and of the Company’s intention materials that have been provided to furnish nonpublic information to, or enter third parties that have entered into discussions with, such Person; (D) prior confidentiality agreements relating to furnishing any nonpublic information, a possible Company Acquisition Proposal with the Company receives from such Person an executed confidentiality agreement containing provisions, in the aggregate, at least as favorable to the Company as those contained in the Confidentiality Agreement; and (E) within twenty-four (24) hours after furnishing or any such nonpublic information to such Person, the Company furnishes or makes available such nonpublic information to Parent (to the extent such information has not been previously furnished or made available by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that, in the event any Representative of the Company (whether or not such Representative is purporting to act on behalf of the Company) takes any action that, if taken by the Company, would constitute a breach of this Section 4.5, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 4.5 by the Company for purposes of this AgreementSubsidiaries.