Common use of Exclusive Dealing Clause in Contracts

Exclusive Dealing. During the period from the date hereof through the Closing or the earlier termination of this Agreement, the Company will not take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than Parent and Merger Sub and their respective Representatives or as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements) concerning any alternative business combination transaction involving the Company, including any purchase or sale of equity or assets of the Company by any other Person, any purchase or sale of equity or assets of any other Person by the Company, any merger, combination or recapitalization of the Company or any Subsidiary thereof or any merger, combination or recapitalization of any other Person in a transaction to which the Company or any Subsidiary thereof is a party (each such transaction, a “Company Acquisition Transaction”); provided that this Section 4.05 will not apply to the Company in connection with communications to its shareholders related to the transactions contemplated by this Agreement. The Company will, and will cause its Subsidiaries to, cease and cause to be terminated any existing discussions, communications or negotiations with any Person (other than Parent and Merger Sub and their respective Representatives and the Backstop Shareholders with respect to the Backstop Agreements and the PIPE Investors with respect to the PIPE Investment) conducted heretofore with respect to any Company Acquisition Transaction. In the event that any unsolicited inquiry is made by a potential party to an Company Acquisition Transaction, whether formal or informal, Company will promptly notify Parent that such contact has occurred and provide the name of the Person who made such contact and if terms were proposed, what terms were so proposed.

Exclusive Dealing. During the period from the date hereof through the Closing or the earlier termination of this Agreement, neither the Company nor the Stockholder Representative will not take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than Parent and Merger Sub and their respective Representatives the Parent’s Representatives) concerning an IPO, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements) concerning any alternative business combination transaction involving the Company, including any purchase or sale of equity or assets of the Company by any other PersonAgreement), any purchase or sale of equity or assets of any other Person by the Company, any merger, combination or recapitalization a majority of the Company or any Subsidiary thereof outstanding Common Stock or any merger, combination sale of a majority of the assets of the Group Companies or recapitalization similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of any other Person in a transaction to which the Company or any Subsidiary thereof is a party Business) (each such transaction, a an “Company Acquisition Alternative Transaction”); provided that this Section 4.05 5.04 will not apply to the Company or the Stockholder Representative in connection with Stockholder communications to its shareholders related to the transactions contemplated by this Agreement. The Company will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than Parent and Merger Sub and their respective Representatives and the Backstop Shareholders with respect to the Backstop Agreements and the PIPE Investors with respect to the PIPE InvestmentParent’s Representatives) conducted heretofore with respect to any Company Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any Acquisition Transaction. In the event that any unsolicited inquiry is made by a potential party to an Company Acquisition Alternative Transaction, whether formal or informal, the Company will promptly notify Parent that such contact has occurred and provide the name of the Person who made such contact and if terms were proposed, what terms were so proposed.

Exclusive Dealing. During the period from (a) From and after the date hereof through until the Closing earlier of the Effective Time or the earlier termination of this AgreementTermination Date, if any, the Company will shall not take take, and shall not permit any of its Subsidiaries, and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to knowingly initiatesolicit, solicit encourage, initiate or engage in discussions or negotiations with, or knowingly provide any information toto or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent and Parent, Merger Sub and and/or their respective Representatives or as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription AgreementsAffiliates) concerning any alternative business combination transaction involving the Company, including any purchase or sale of equity or assets of the Company by any other Person, any purchase or sale of equity or assets of any other Person by the Company, any merger, combination or recapitalization of the Company or any Subsidiary thereof or any merger, combination or recapitalization of any other Person in a transaction to which the Company or any Subsidiary thereof is a party (each such transaction, a “Company Acquisition Alternative Transaction”); provided that this Section 4.05 will not apply to the Company in connection with communications to its shareholders related to the transactions contemplated by this Agreement. The Company willshall, and will shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing discussionsactivities, communications discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Person Persons (other than Parent and Merger Sub and their respective Representatives and the Backstop Shareholders with respect to the Backstop Agreements and the PIPE Investors with respect to the PIPE InvestmentSub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company Acquisition Transactionin connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the event Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited inquiry proposal regarding an Alternative Transaction by indicating that the Company is made subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a potential party to an Company Acquisition public statement or support in any manner any Alternative Transaction, whether formal other than the transactions contemplated by this Agreement. (b) Except as permitted by this Section 5.4, until the Effective Time or informalthe Termination Date, the Company will (x) shall not, and shall cause its Subsidiaries and its and their respective directors, officers and employees, and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly (i) effect any Change of Recommendation, or (ii) authorize, cause or permit the Company or any of its Subsidiaries to enter into any letter of intent, agreement in principle, memorandum of understanding, confidentiality agreement or any other agreement relating to or providing for any Alternative Transaction (except for confidentiality agreements permitted under Section 5.4(c)); and (y) shall promptly notify Parent (but in no case later than 48 hours after receipt) of the receipt of any proposal for any Alternative Transaction or any inquiry, offer or request for information with respect to, or that such contact has occurred and provide could reasonably be expected to result in, an Alternative Transaction, or any discussions or negotiations sought to be initiated or continued with the name Company, any of its Subsidiaries or any of their Representatives concerning an Alternative Transaction, indicating, in each case, the identity of the Person or group making such Alternative Transaction proposal, inquiry, offer or request for information and a copy of any Alternative Transaction proposal, inquiry, offer or request made in writing and the material terms and conditions of an Alternative Transaction proposal, inquiry, offer or request not made in writing, and thereafter shall keep Parent informed in reasonable detail, on a prompt basis (and, in any event, within forty-eight (48) hours of the Company’s or its representatives’ knowledge of any such event), of any material developments or modifications to the terms of any such Alternative Transaction proposal, inquiry, offer or request (including copies of any documents) and the status thereof. (c) Notwithstanding anything in this Agreement to the contrary, at any time prior to the receipt by the Company of the Company Stockholder Approval, if the Company receives an unsolicited bona fide proposal for an Alternative Transaction (provided that the Company has complied in all material respects with this Section 5.4), the Board of Directors of the Company may take the following actions if it determines in good faith, after consultation with the Company’s nationally recognized financial advisors and outside legal counsel, (x) based on the information then available that such Alternative Transaction constitutes or is reasonably likely to constitute a Superior Proposal and (y) that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law: (i) furnish information to the third party making such proposal, if, and only if, prior to so furnishing such information, such third party has entered into a confidentiality agreement with the Company having terms at least as restrictive in all respects on such third party as the provisions of the Confidentiality Agreement (it being understood that such confidentiality agreement need not prohibit the making or amendment of a proposal for an Alternative Transaction); provided, that (i) if the third party making such proposal for an Alternative Transaction is a competitor of the Company or any of its Subsidiaries, the Company shall not provide any competitively sensitive non-public information to such Person in connection with any actions permitted by this Section 5.4 other than in accordance with “clean team” or other similar procedures reasonably designed to limit any materially adverse effect on the Company or any of its Subsidiaries of the sharing of such information and (ii) if such third party is not a competitor of the Company, the confidentiality agreement need not include restrictions to provide for such procedures; and (ii) engage in discussions or negotiations with such third party with respect to the proposal for an Alternative Transaction; provided, however, that the Company shall promptly (and in any event within forty-eight (48) hours) (x) notify Parent upon the commencement of such discussions or negotiations, (y) disclose the identity of such third party who has made a proposal for an Alternative Transaction and make available to Parent any non-public information concerning the Company and its Subsidiaries that is provided to any such contact third party that was not previously made available to Parent, along with a copy of any Alternative Transaction proposal made in writing and the material terms and conditions of any Alternative Transaction proposal not made in writing, and (z) thereafter keep Parent informed in reasonable detail of any developments or modifications to the material terms of any such Alternative Transaction proposal, inquiry, offer or request (including copies of any documents) and the status thereof. (d) Notwithstanding anything in this Section 5.4 to the contrary, at any time prior to the earlier of the date the Company Stockholder Approval is received or the date on which this Agreement is terminated in accordance with its terms, the Board of Directors of the Company may make a Change of Recommendation if, but only if: (i) the Board of Directors of the Company determines in good faith, after consultation with the Company’s nationally recognized financial advisors and its outside legal counsel, that the failure of the Board of Directors of the Company to effect such Change of Recommendation would be inconsistent with the directors’ fiduciary duties under applicable Law; provided that no Change of Recommendation may be made relating to an Alternative Transaction proposal unless the Board of Directors of the Company shall have determined in good faith, after consultation with the Company’s financial advisors and its outside legal counsel, that a proposal for an Alternative Transaction constitutes a Superior Proposal and that concurrently with such Change of Recommendation, the Board of Directors of the Company authorizes and approves the Company to, and the Company enters into a definitive written agreement with respect to such Superior Proposal and terminates this Agreement pursuant to Section 7.1(g); provided further that no Change of Recommendation may be made if terms were proposedthe Change of Recommendation is not made to enter into a definitive written agreement with respect to a Superior Proposal, what terms were so proposed.unless the Change of Recommendation directly addresses an Intervening Event; (ii) the Company shall have given written notice (the “Change of Recommendation Notice”) to Parent at least five (5) Business Days (the “Notice Period”) prior to effecting such Change of Recommendation that the Company’s Board of Directors has resolved to effect a Change of Recommendation and, if such Change of Recommendation relates to a Superior Proposal, that the Board of Directors has resolved to terminate this Agreement, enter into a definitive written agreement with respect to Superior Proposal and terminate this Agreement pursuant to Section 7.1(g), (A) describing in detail the reasons for such Change of Recommendation, and

Exclusive Dealing. During the period from the date hereof through the Closing or the earlier termination of this Agreement, the Company will shall not take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than Parent and Merger Sub and their respective Representatives or as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements) concerning any alternative business combination transaction involving the Company, including any purchase or sale of equity or assets of the Company by any other Person, any purchase or sale of equity or assets of any other Person by the Company, any merger, combination or recapitalization of the Company or any Subsidiary thereof or any merger, combination or recapitalization of any other Person in a transaction to which the Company or any Subsidiary thereof is a party (each such transaction, a “Company Acquisition Transaction”); provided that this Section 4.05 will shall not apply to the Company in connection with communications to its shareholders related to the transactions contemplated by this Agreement. The Company willshall, and will shall cause its Subsidiaries to, cease and cause to be terminated any existing discussions, communications or negotiations with any Person (other than Parent and Merger Sub and their respective Representatives and the Backstop Shareholders with respect to the Backstop Agreements and the PIPE Investors with respect to the PIPE InvestmentRepresentatives) conducted heretofore with respect to any Company Acquisition Transaction. In the event that any unsolicited inquiry is made by a potential party to an a Company Acquisition Transaction, whether formal or informal, Company will shall promptly notify Parent that such contact has occurred and provide the name of the Person who made such contact and if terms were proposed, what terms were so proposed.

Exclusive Dealing. During the period from the date hereof through the Merger Closing or the earlier termination of this Agreement, the Company will not take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than Parent and Squirrel HoldCo, Squirrel Cayman, Merger Sub Sub, any investor or potential investor in the Transaction Financing and their respective Representatives or as contemplated by this Agreement and the other Transaction Documents, including any agreements related to the Backstop Agreements and the Subscription AgreementsTransaction Financing) concerning any alternative business combination transaction involving the Company, including any purchase or sale of equity or assets of the Company by any other Person, any purchase or sale of equity or assets of any other Person by the Company, any merger, combination or recapitalization of the Company or any Subsidiary thereof or any merger, combination or recapitalization of any other Person in a transaction to which the Company or any Subsidiary thereof is a party (each such transaction, a “Company Acquisition Transaction”); provided that this Section 4.05 5.5 will not apply to the Company or its Representatives in connection with (x) communications to its shareholders related to the transactions contemplated by this AgreementAgreement and the other Transaction Documents or the execution, delivery and performance thereof, and (y) communications with the investors or potential investors in the Transaction Financing and their respective Representatives. The Company will, and will cause its Subsidiaries to, cease and cause to be terminated any existing discussions, communications or negotiations with any Person (other than Parent Squirrel HoldCo, Squirrel Cayman and Merger Sub Sub, any investor or potential investor in the Transaction Financing and their respective Representatives and the Backstop Shareholders with respect to the Backstop Agreements and the PIPE Investors with respect to the PIPE InvestmentRepresentatives) conducted heretofore with respect to any Company Acquisition Transaction. In the event that any unsolicited inquiry is made by a potential party to an a Company Acquisition Transaction, whether formal or informal, Company will promptly notify Parent Squirrel HoldCo that such contact has occurred and provide the name of the Person who made such contact and if terms were proposed, what terms were so proposed.

Exclusive Dealing. During the period from the date hereof through the Closing or the earlier termination of this Agreement, the Company will not take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than Parent and Merger Sub and their respective Representatives the Parent’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Group Companies (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements) concerning any alternative business combination transaction involving the Company, including any purchase or sale of equity or assets of the Company by any other PersonAgreement), any purchase or sale of equity or assets of any other Person by the Company, any merger, combination or recapitalization a majority of the outstanding Company or any Subsidiary thereof Stock or any merger, combination sale of a majority of the assets of the Group Companies or recapitalization similar transactions involving the Group Companies or their respective securities (other than assets sold in the Ordinary Course of any other Person in Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a transaction to which the Company or any Subsidiary thereof is a party third Person) (each such transaction, a an “Company Acquisition Alternative Transaction”); provided that this Section 4.05 5.05 will not apply to the Company or the Stockholder Representative in connection with stockholder communications to its shareholders related to the transactions contemplated by this Agreement. The Company will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than Parent and Merger Sub and their respective Representatives and the Backstop Shareholders with respect to the Backstop Agreements and the PIPE Investors with respect to the PIPE InvestmentParent’s Representatives) conducted heretofore with respect to any Company Acquisition TransactionAlternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. In the event that any unsolicited inquiry is made by a potential party to an Company Acquisition Alternative Transaction, whether formal or informal, the Company will promptly notify Parent that such contact has occurred and provide the name of the Person who made such contact and if terms were proposed, what terms were so proposed.

Exclusive Dealing. During the period from the date hereof through the Pre-Closing or the earlier termination of this AgreementPeriod, the Company SPAC will not take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than Parent the Company and Merger Sub and their respective Representatives or as contemplated by this Agreement and the other Transaction Documents, Documents or the PIPE Investors with respect to the PIPE including the Backstop Agreements and as contemplated by the Subscription Agreements) concerning any alternative business combination transaction involving the CompanySPAC, including any purchase or sale of equity or assets of the Company SPAC by any other Person, any purchase or sale of equity or assets of any other Person by the CompanySPAC, any merger, combination or recapitalization of the Company SPAC or any Subsidiary thereof or any merger, combination or recapitalization of any other Person in a transaction to which the Company SPAC or any Subsidiary thereof is a party (each such transaction, a “Company SPAC Acquisition Transaction”); provided that this Section 4.05 will not apply to the Company SPAC in connection with communications to its shareholders related to the transactions contemplated by this Agreement. The Company SPAC will, and will cause its Subsidiaries to, cease and cause to be terminated any existing discussions, communications or negotiations with any Person (other than Parent the Company and Merger Sub and their respective Representatives and the Backstop Shareholders with respect to the Backstop Agreements and the PIPE Investors with respect to the PIPE Investment) conducted heretofore with respect to any Company SPAC Acquisition Transaction. In the event that any unsolicited inquiry is made by a potential party to an Company a SPAC Acquisition Transaction, whether formal or informal, Company the SPAC will promptly notify Parent the Company that such contact has occurred and provide the name of the Person who made such contact and if terms were proposed, what terms were so proposed.. Page 56 of 104 Agreement and Plan of Merger, by and among Babylon Holdings Limited, Liberty USA Merger Sub, Inc.and Alkuri Global Acquisition Corp.

Exclusive Dealing. During the period from the date hereof through the Pre-Closing or the earlier termination of this AgreementPeriod, the Company will and Seller shall not take take, nor shall they permit any of their respective officers, directors, employees, representatives, consultants, financial advisors, attorneys, accountants or other agents to take, any action to knowingly initiatesolicit, solicit encourage, initiate or engage in discussions or negotiations with, or knowingly provide any information to, to or enter into any Person (other than Parent and Merger Sub and their respective Representatives or as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements) concerning any alternative business combination transaction involving the Company, including any purchase or sale of equity or assets of the Company by any other Person, any purchase or sale of equity or assets of any other Person by the Company, any merger, combination or recapitalization of the Company or any Subsidiary thereof or any merger, combination or recapitalization of any other Person in a transaction to which the Company or any Subsidiary thereof is a party (each such transaction, a “Company Acquisition Transaction”); provided that this Section 4.05 will not apply to the Company in connection with communications to its shareholders related to the transactions contemplated by this Agreement. The Company will, and will cause its Subsidiaries to, cease and cause to be terminated any existing discussions, communications or negotiations agreement with any Person (other than Parent, Buyer and/or their respective Affiliates) concerning any purchase of any of the Company’s equity securities or any merger, sale of substantial assets or similar transaction involving any Group Company, other than assets sold in the ordinary course of business, the purchase and sale of the Purchased Shares contemplated hereby and the Rollover Transaction (each such acquisition transaction, an “Acquisition Transaction”); provided, however, that each of Parent and Merger Sub and their respective Representatives Buyer hereby acknowledge that prior to the date of this Agreement, the Company has provided information relating to the Group Companies and the Backstop Shareholders Non-Controlled Joint Ventures and has afforded access to, and engaged in discussions with, other Persons in connection with respect a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for an Acquisition Transaction without any breach by the Company of this Section 6.11. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating that the Company is subject to an exclusivity agreement and is unable to provide any information related to the Backstop Agreements Group Companies and the PIPE Investors with respect to the PIPE Investment) conducted heretofore with respect to Non-Controlled Joint Ventures or entertain any Company proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction. In the event Transaction for as long as that any unsolicited inquiry is made by a potential party to an Company Acquisition Transaction, whether formal or informal, Company will promptly notify Parent that such contact has occurred and provide the name of the Person who made such contact and if terms were proposed, what terms were so proposedexclusivity agreement remains in effect.

Exclusive Dealing. During the period from the date hereof of this Agreement through the earlier of the Closing or the earlier termination of this AgreementAgreement in accordance with its terms, the Company will shall not take take, nor shall it cause any of its Affiliates, officers, directors, executive employees, representatives, consultants, financial advisors, attorneys, accountants or other agents to take, any action to knowingly initiatesolicit, solicit encourage, initiate or engage in discussions or negotiations with, or knowingly provide any information to, to or enter into any agreement with any Person (other than Parent and Parent, Merger Sub and and/or their respective Representatives or as contemplated by this Agreement Affiliates, officers, directors, employees, representatives, consultants, financial advisors, financing sources, attorneys, accountants and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreementsagents) concerning any alternative business combination transaction involving purchase of any of the Company, including any purchase or sale of ’s equity or assets of the Company by any other Person, any purchase or sale of equity or assets of any other Person by the Company, any merger, combination or recapitalization of the Company or any Subsidiary thereof securities or any merger, combination recapitalization, consolidation, business combination, sale of assets outside of the Ordinary Course of Business or recapitalization similar transaction involving or relating to any Group Company, other than the exercise of any outstanding options and other Person than assets sold in a transaction to which the Company or any Subsidiary thereof is a party Ordinary Course of Business (each such acquisition transaction, a an “Company Acquisition Transaction”); provided that this Section 4.05 will not apply to , and the Company in connection with communications to its shareholders related to the transactions contemplated by this Agreement. The Company will, and will cause its Subsidiaries to, shall immediately cease and cause to be terminated any all existing discussions, negotiations and other communications or negotiations with any Person (other than Parent and Merger Sub and their respective Representatives and the Backstop Shareholders with respect to the Backstop Agreements and the PIPE Investors with respect to the PIPE Investment) conducted heretofore with respect to any Company such Acquisition Transaction; provided, however, that Parent and Merger Sub hereby acknowledge that prior to the date of this Agreement, the Unitholders and the Group Companies have provided information relating to the Group Companies and have afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for an Acquisition Transaction without any breach by the Unitholders or the Group Companies of this Section 5.21. In Notwithstanding the event that foregoing, the Unitholders and the Group Companies may respond to any unsolicited inquiry is made proposal regarding an Acquisition Transaction solely by a potential party indicating that the Unitholders and the Group Companies are subject to an Company exclusivity agreement and are unable to provide any information related to the Group Companies or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction, whether formal or informal, Company will promptly notify Parent that such contact has occurred and provide the name of the Person who made such contact and if terms were proposed, what terms were so proposedTransaction for as long as this Agreement remains in effect.

Exclusive Dealing. During the period from the date hereof through the Pre-Closing or the earlier termination Period, none of this Agreement, the Company or Merger Sub will not take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than Parent the SPAC and Merger Sub and their respective Representatives the SPAC’s Representatives) concerning an initial public offering, recapitalization or refinancing of any member of the Company Entities (other than as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements) concerning any alternative business combination transaction involving the Company), including any purchase of a majority of the outstanding Company Shares or any merger, sale of equity or a majority of the assets of the Company by any Entities or similar transactions involving the Company Entities or their respective securities (other Person, any purchase than assets sold in the Ordinary Course of Business and licenses (whether exclusive or sale of equity or assets of any other Person by the Company, any merger, combination or recapitalization non-exclusive) of the Company or any Subsidiary thereof or any merger, combination or recapitalization Intellectual Property Rights of any other Person in a transaction to which the Company or any Subsidiary thereof is a party third Person) (each such transaction, a an “Company Acquisition Alternative Transaction”); provided provided, that this Section 4.05 5.04 will not apply to the Company or Company’s Representatives in connection with shareholder communications to its shareholders related to the transactions contemplated by this AgreementAgreement and the other Transaction Documents or the execution, delivery and performance thereof. The Company will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than Parent and Merger Sub and their respective Representatives the SPAC and the Backstop Shareholders with respect to the Backstop Agreements and SPAC’s Representatives, the PIPE Investors with respect to the PIPE Investment) conducted heretofore with respect to any Company Acquisition Alternative Transaction, and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. In the event that any unsolicited inquiry is made by a potential party to an Company Acquisition Alternative Transaction, whether formal or informal, the Company will promptly (to the extent permissible under the Takeover Code) notify Parent the SPAC that such contact has occurred occurred. Page 61 of 104 Agreement and provide the name Plan of the Person who made such contact Merger, by and if terms were proposedamong Babylon Holdings Limited, what terms were so proposed.Liberty USA Merger Sub, Inc.and Alkuri Global Acquisition Corp.