Common use of Exclusive Dealings Clause in Contracts

Exclusive Dealings. During the Interim Period, none of the Vendor Group Entities nor any of their respective Representatives or shareholders shall directly or indirectly in any manner (nor permit the Corporation to): (a) entertain, solicit or encourage; (b) furnish or cause to be furnished any information to any Persons (other than the Purchaser or its Representatives) in connection with; or (c) negotiate or otherwise pursue; any proposal or discussions for or in connection with any possible sale of any Purchased Shares or of the Business, no matter how structured, including without limitation by sale of all or any significant or controlling part of the shares of any Vendor Group Entity, by sale or license of all or any significant part of the property and assets of the Corporation, or by any merger or other business combination involving any Vendor Group Entity, the Corporation or otherwise (each of the foregoing proposals or discussions, whether written or oral, an “Alternative Transaction”). The Vendors shall immediately notify the Purchaser in writing of (i) the receipt during the Interim Period of any proposal for an Alternative Transaction or any requests for any information relating to any Vendor Group Entity, the Business or the Corporation or for access to the properties, books or records of the Corporation by any Person who has informed any Vendor Group Entity or the Corporation that such Person is considering making, or has made, a proposal for an Alternative Transaction, and (ii) the terms of any such Alternative Transaction. The Vendor Group Entities shall be responsible for any breach by their respective Representatives or shareholders of any of the provisions of this Section 7.6. The Vendor Group Entities acknowledge that a breach by any of them, their respective Representatives, or their respective shareholders of this Section 7.6 would result in damages to the Purchaser, and that the Purchaser may not be adequately compensated for such damages by a monetary award alone. Accordingly, the Vendor Group Entities agree that in the event of any such breach, in addition to any other remedies available at Law or otherwise, the Purchaser shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance with this Section 7.6.

Exclusive Dealings. During the Interim Period, none Upon expiry of the Vendor Group Entities Go-Shop Period and until the Closing in accordance with this Agreement (the “Exclusivity Period”), neither GQM nor any of their respective its Representatives or shareholders shall directly or indirectly in any manner (nor permit the Corporation any Subsidiary to): (a) entertain, solicit or encourage; (b) furnish or cause to be furnished any information to any Persons (other than the Purchaser or its Representatives) in connection with; or (c) negotiate or otherwise pursue; any proposal or discussions for or in connection with any possible sale of any Purchased Shares US Holdco Shares, the Subsidiary or US Holdco’s indirect ownership of the BusinessSxxxxxx Mountain Project, no matter how structured, including without limitation by sale of all or any significant or controlling part of the shares of any Vendor Group EntityUS Holdco Shares, by sale or license of all or any significant part of the property and assets of the CorporationUS Holdco or the Subsidiary, or by any merger or other business combination involving any Vendor Group Entity, the Corporation GQM or otherwise (each of the foregoing proposals or discussions, whether written or oral, an “Alternative Transaction”). The Vendors GQM shall immediately notify the Purchaser in writing of (i) the receipt during the Interim Exclusivity Period and until the Closing of any proposal for an Alternative Transaction or any requests for any information relating to any Vendor Group EntityGQM, US Holdco, the Business Subsidiary, or the Corporation Sxxxxxx Mountain Project or for access to the properties, books or records of GQM, US Holdco, or the Corporation Subsidiary by any Person who which has informed any Vendor Group Entity or the Corporation GQM that such Person is considering making, or has made, a proposal for an Alternative Transaction, and (ii) the terms of any such Alternative Transaction. The Vendor Group Entities GQM shall be responsible for any breach by their respective its Representatives or shareholders of any of the provisions of this Section 7.62.6. The Vendor Group Entities acknowledge GQM acknowledges that a breach by any of themit, their respective its Representatives, the US Holdco, the Subsidiary, or their respective shareholders any GQM Shareholders of this Section 7.6 2.6 would result in damages to the Purchaser, Purchaser and that the Purchaser may not be adequately compensated for such damages by a monetary award alone. Accordingly, the Vendor Group Entities agree GQM agrees that in the event of any such breach, in addition to any other remedies available at Law or otherwise, the Purchaser shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance with this Section 7.62.6.

Exclusive Dealings. During the Interim Period, none period from the date of this Agreement through the earlier of the Vendor Group Entities nor Second Closing and August 31, 2009, or the earlier termination of this Agreement pursuant to the terms hereof, no Seller Party shall, and the Seller Parties shall cause their respective Affiliates and Representatives not to, directly or indirectly take any action to encourage (by way of furnishing information or otherwise), initiate or engage in discussions or negotiations (whether preliminary or definitive) with, or provide any information to, participate in or facilitate in any manner any effort or attempt by, or enter into any agreement with, any Person (other than Purchaser and its Affiliates or Representatives) concerning (each of the following, an “Acquisition Proposal”): (a) any direct or indirect acquisition of the equity or other ownership interests of any Subject Entity or LIHTC Fund or any of their respective Representatives Subsidiaries; (b) any direct or shareholders shall indirect merger, share or equity or ownership interest exchange, sale of a material portion of the assets or similar transaction or any business combination or change of control of any Subject Entity, LIHTC Fund or any of their respective Subsidiaries or of any portion of the Business; or (c) otherwise seek to directly or indirectly in do any manner (nor permit of the Corporation foregoing. The Seller Parties shall, and shall cause their respective Affiliates and Representatives to): (a) entertain, solicit deal exclusively with Purchaser and its Affiliates and Representatives with respect to the transactions contemplated by this Agreement or encourage; (b) furnish any other direct or indirect sale, transfer or disposition of any portion of the Business or the equity or other ownership interests in, or the assets and properties of, any Subject Entity, LIHTC Fund or any of their respective Subsidiaries during the term of this Agreement. Promptly after the execution of this Agreement, the Seller Parties shall, and shall cause to be furnished their respective Affiliates and Representatives to, cease any information to existing discussions or negotiations, if any, with any Persons (other than the Purchaser or and its Affiliates and Representatives) in connection with; or (c) negotiate conducted heretofore with respect to any Acquisition Proposal and request the return or otherwise pursue; any proposal or discussions for or in connection with any possible sale destruction of any Purchased Shares or of the Business, no matter how structured, including without limitation by sale of all or any significant or controlling part of the shares of any Vendor Group Entity, by sale or license of all or any significant part of the property and assets of the Corporation, or by any merger or other business combination involving any Vendor Group Entity, the Corporation or otherwise (each of the foregoing proposals or discussions, whether written or oral, an “Alternative Transaction”). The Vendors shall immediately notify the Purchaser in writing of (i) the receipt during the Interim Period of any proposal for an Alternative Transaction or any requests for any confidential information relating to any Vendor Group Entity, concerning the Business or the Corporation any Subject Entity, LIHTC Fund or for access any of their respective Subsidiaries that has been provided to the properties, books or records of the Corporation by any Person who has informed any Vendor Group Entity or the Corporation that such Person is considering making, or has made, a proposal for an Alternative Transaction, and (ii) the terms of any such Alternative Transaction. The Vendor Group Entities shall be responsible for any breach by their respective Representatives or shareholders of any of the provisions of this Section 7.6. The Vendor Group Entities acknowledge that a breach by any of them, their respective Representatives, or their respective shareholders of this Section 7.6 would result in damages to the Purchaser, and that the Purchaser may not be adequately compensated for such damages by a monetary award alone. Accordingly, the Vendor Group Entities agree that in the event of any such breach, in addition to any other remedies available at Law or otherwise, the Purchaser shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance with this Section 7.6connection therewith.

Exclusive Dealings. During the Interim Period, none of the Vendor Group Entities nor any of Seller, Guarantor, their Affiliates or their respective Representatives or shareholders shall not, directly or indirectly in any manner (nor permit the Corporation to): (a) entertainindirectly, solicit proposals or offers from, encourage; (b) furnish or cause to be furnished any , facilitate, enter into discussions with, provide information to any Persons (other than the Purchaser or its Representatives) in connection to, negotiate with; or (c) negotiate or otherwise pursue; , accept any proposal or discussions for offer from, or in connection with enter into any possible sale agreement with, any other Person relating to the acquisition of any the Purchased Shares or of the Business, no matter how structured, including without limitation by sale of all or any significant or controlling part of the shares of any Vendor Group Entity, by sale or license of all or any significant part of the property and assets of the CorporationAcquired Companies or Non-Controlled Joint Ventures, in whole or by any merger in part, whether through direct or indirect purchase, amalgamation, recapitalization, plan of arrangement, joint venture or other business combination other than in respect of Ordinary Course sales of lots, condominium units and low-rise housing in the Ordinary Course. The Guarantor shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to any inquiry, proposal or offer from any Person (other than Purchaser or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any Vendor Group Entity, the Corporation or otherwise (each of the foregoing proposals Acquired Companies or discussionsNon-Controlled Joint Ventures; (ii) the issuance or acquisition of shares of capital or other equity securities of any of the Acquired Companies or Non-Controlled Joint Ventures; or (iii) the sale, whether written lease, exchange or oral, other disposition of any significant portion of the properties or assets of any of the Acquired Companies or Non-Controlled Joint Ventures (an “Alternative Transaction”"Acquisition Proposal"). The Vendors Guarantor shall immediately notify the promptly (and in any event within three Business Days after receipt thereof by Guarantor or any of its Representatives) advise Purchaser in writing of (i) the receipt during the Interim Period of any proposal Acquisition Proposal, any request for an Alternative Transaction information with respect to any Acquisition Proposal, or any requests for any information relating inquiry with respect to any Vendor Group Entityor which could reasonably be expected to result in an Acquisition Proposal, the Business material terms and conditions of such request, Acquisition Proposal or inquiry, and the Corporation or for access to the properties, books or records identity of the Corporation by any Person who has informed any Vendor Group Entity or making the Corporation that such Person is considering making, or has made, a proposal for an Alternative Transaction, and (ii) the terms of any such Alternative Transaction. The Vendor Group Entities shall be responsible for any breach by their respective Representatives or shareholders of any of the provisions of this Section 7.6. The Vendor Group Entities acknowledge that a breach by any of them, their respective Representatives, or their respective shareholders of this Section 7.6 would result in damages to the Purchaser, and that the Purchaser may not be adequately compensated for such damages by a monetary award alone. Accordingly, the Vendor Group Entities agree that in the event of any such breach, in addition to any other remedies available at Law or otherwise, the Purchaser shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance with this Section 7.6same.

Exclusive Dealings. During From the Interim Period, none date of this Agreement until the earlier of the Vendor Closing or the termination of the Merger Agreement in accordance with its terms, each Supporting Holder shall not and shall cause its Representatives not to, directly or indirectly: (i) accept, initiate, respond to, knowingly encourage, solicit, negotiate, provide information with respect to or discuss any Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that would reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare a public offering of any Equity Securities of any Group Entities nor Company (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or knowingly participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 4.2 or further an Acquisition Proposal. Each Supporting Holder agrees to (A) notify STPC promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of any Acquisition Proposal of which they are aware, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep STPC fully informed on a prompt basis of any modifications to such offer or information and (C) not (and shall cause its Subsidiaries and their respective Representatives not to) conduct any further discussions with, provide any information to, or shareholders enter into negotiations with such Persons. Each Supporting Holder shall directly or indirectly in any manner (nor permit the Corporation to): (a) entertain, solicit or encourage; (b) furnish or immediately cease and cause to be furnished terminated any information to discussions or negotiations with any Persons (other than the Purchaser or STPC and its Representatives) in connection with; or (cthat may be ongoing with respect to an Acquisition Proposal. Notwithstanding any to the contrary contained herein, this Section 4.2 shall not restrict any transfer permitted by Section 4.1(b) negotiate or otherwise pursue; any proposal or discussions for or action taken in connection with any possible sale of any Purchased Shares or of the Business, no matter how structured, including without limitation by sale of all or any significant or controlling part of the shares of any Vendor Group Entity, by sale or license of all or any significant part of the property and assets of the Corporation, or by any merger or other business combination involving any Vendor Group Entity, the Corporation or otherwise (each of the foregoing proposals or discussions, whether written or oral, an “Alternative Transaction”). The Vendors shall immediately notify the Purchaser in writing of (i) the receipt during the Interim Period of any proposal for an Alternative Transaction or any requests for any information relating to any Vendor Group Entity, the Business or the Corporation or for access to the properties, books or records of the Corporation by any Person who has informed any Vendor Group Entity or the Corporation that such Person is considering making, or has made, a proposal for an Alternative Transaction, and (ii) the terms of any such Alternative Transaction. The Vendor Group Entities shall be responsible for any breach by their respective Representatives or shareholders of any of the provisions of this Section 7.6. The Vendor Group Entities acknowledge that a breach by any of them, their respective Representatives, or their respective shareholders of this Section 7.6 would result in damages to the Purchaser, and that the Purchaser may not be adequately compensated for such damages by a monetary award alone. Accordingly, the Vendor Group Entities agree that in the event of any such breach, in addition to any other remedies available at Law or otherwise, the Purchaser shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance with this Section 7.6permitted transfer.

Exclusive Dealings. During Between the Interim Period, none date hereof and the earlier of the Vendor Group Entities nor Closing and the termination of this Agreement, the Company shall not (and the Company shall use reasonable efforts to cause its Representatives not to), directly or indirectly, take any of the following actions with any party other than the Buyers and their designees: (i) solicit, knowingly encourage, initiate or participate in any negotiations or discussions with respect to, any offer or proposal to acquire or license all or substantially all, or a significant portion, of Company’s business, technologies or properties or any of Company’s equity whether by merger, purchase of assets, equity purchase (including convertible securities), license, tender offer or otherwise (including any option or right with respect to any of the foregoing), or enter into any agreement providing for, or effect, any such transaction, (ii) disclose any information not customarily disclosed in the ordinary course of business to any person concerning Company’s business, technologies or properties or afford to any person or entity including, but not limited to, financing parties (other than Bank Hapoalim B.M. and Bank Discount, in connection with existing requirements), access to its properties, books or records, (iii) assist or cooperate with any person to (x) make any proposal to purchase all or any portion of Company’s equity or (y) license all or any material portion of Company’s assets, or (iv) enter into any agreement or arrangement with any person providing for the acquisition or licensing of all or any significant portion of Company (whether by way of merger, purchase of assets, equity purchase, license, tender offer or otherwise). In the event that prior to the Termination Date, the Company shall receive, or shall become aware that any of their respective Representatives has received, any offer or shareholders shall proposal, directly or indirectly indirectly, of the type referred to in clause (i) or (iii) above, or any manner request for disclosure or access pursuant to clause (nor permit ii) above, Company shall notify the Corporation to): (a) entertainBuyer of such offer or proposal, solicit or encourage; (b) furnish or cause to be furnished within twenty-four hours thereof, and will cooperate with the Buyer by furnishing any information the Buyer may reasonably request with respect thereto. The Company agrees to immediately terminate any current discussions with third parties with respect to any Persons (other than the Purchaser or its Representatives) in connection with; or (c) negotiate or otherwise pursue; any proposal or discussions for or in connection with any possible sale of any Purchased Shares or of the Business, no matter how structured, including without limitation by sale of all or any significant or controlling part of the shares of any Vendor Group Entity, by sale or license of all or any significant part of the property and assets of the Corporation, or by any merger or other business combination involving any Vendor Group Entity, the Corporation or otherwise (each of the foregoing proposals or and each represents that it has the right to so terminate any such discussions. Without limiting the foregoing, whether written or oral, an “Alternative Transaction”). The Vendors shall immediately notify the Purchaser in writing of (i) the receipt during the Interim Period of it is understood that any proposal for an Alternative Transaction or any requests for any information relating to any Vendor Group Entity, the Business or the Corporation or for access to the properties, books or records violation of the Corporation restrictions set forth above by any Person who has informed any Vendor Group Entity or Representative of the Corporation that such Person is considering makingCompany, or has made, a proposal for an Alternative Transaction, and (ii) the terms of any such Alternative Transaction. The Vendor Group Entities shall be responsible for any deemed to be a breach by their respective Representatives or shareholders of any of the provisions of this Section 7.6. The Vendor Group Entities acknowledge that a breach Agreement by any of them, their respective Representatives, or their respective shareholders of this Section 7.6 would result in damages to the Purchaser, and that the Purchaser may not be adequately compensated for such damages by a monetary award alone. Accordingly, the Vendor Group Entities agree that in the event of any such breach, in addition to any other remedies available at Law or otherwise, the Purchaser shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance with this Section 7.6Company.

Exclusive Dealings. During the Interim Periodperiod on and including the date of this Agreement through and including the Closing Date, none of or such earlier date as Purchaser and Parent mutually agree to discontinue efforts to consummate the Vendor Group Entities nor any of their respective Representatives Acquisition or shareholders shall directly or indirectly in any manner this Agreement is terminated pursuant to Article XI hereof (nor permit the Corporation to): "Expiration Date"), (a) entertainneither Parent, solicit Seller nor any Intactix Sub will, and each of Parent and Seller will use its reasonable commercial efforts to assure and to cause each Intactix Sub to assure that the officers, directors, employees and agents do not on their behalf, without the express written consent of Purchaser, take any action to solicit, initiate, seek, encourage, respond to or encourage; support any inquiry, proposal or offer from, furnish any information to, or participate in any negotiations with, any corporation, partnership, person or other entity or group (other than discussions with Purchaser and the JDA Subs) regarding any sale, license or other disposition (however structured) of the Assets or any portion thereof (other than an immaterial portion thereof which is disposed of in the ordinary course of business) to any person other than Purchaser and the JDA Subs, (b) furnish Seller shall terminate or suspend and cause each Intactix Sub to be furnished terminate and suspend any information to any Persons (other than such negotiations in progress as of the Purchaser or its Representatives) in connection with; or date hereof and (c) negotiate or otherwise pursue; Parent and Seller shall promptly and shall cause each Intactix Sub to promptly (but in any event within four business days) notify Purchaser regarding any contact by any third party regarding any offer, proposal or discussions written request for or in connection with any possible sale of any Purchased Shares or of the Business, no matter how structured, including without limitation by sale of all or any significant or controlling part of the shares of any Vendor Group Entity, by sale or license of all or any significant part of the property and assets of the Corporation, or by any merger or other business combination involving any Vendor Group Entity, the Corporation or otherwise (each of the foregoing proposals or discussions, whether written or oral, an “Alternative Transaction”). The Vendors shall immediately notify the Purchaser in writing of (i) the receipt during the Interim Period of any proposal for an Alternative Transaction or any requests for any information relating to any Vendor Group Entity, the Business or the Corporation or for access to the properties, books or records of the Corporation by any Person who has informed any Vendor Group Entity or the Corporation that such Person is considering making, or has made, a proposal for an Alternative Transaction, and (ii) the terms of regarding any such Alternative Transactionacquisition. The Vendor Group Entities shall be responsible for any breach by their respective Representatives Each of Parent and Seller represents and warrants that Parent, Seller and each Intactix Sub has the legal right to terminate or shareholders of any of the provisions of this Section 7.6. The Vendor Group Entities acknowledge that a breach by any of them, their respective Representatives, or their respective shareholders of this Section 7.6 would result in damages to the Purchaser, and that the Purchaser may not be adequately compensated for such damages by a monetary award alone. Accordingly, the Vendor Group Entities agree that in the event of suspend any such breach, in addition to any other remedies available at Law or otherwise, the Purchaser shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance with this Section 7.6pending negotiations.

Exclusive Dealings. During (a) Seller and Property Sellers shall not and shall cause their respective representatives not to, directly or indirectly, from and after the Interim Period, none Effective Date until the earlier of the Vendor Group Entities nor Closing or the termination of this Agreement, (i) solicit or initiate the submission or announcement of any inquiries, proposals or offers or any other efforts or attempts that constitute, or could reasonably be expected to lead to, a Takeover Proposal (as defined below); or (ii) enter into, continue, participate or engage in any discussions or negotiations with, or furnishing any information to, any person or entity with respect to a Takeover Proposal; or (iii) otherwise facilitate or take any action that could reasonably be expected to facilitate, any such inquiries, proposals, offers, discussions or negotiations. For purposes of this Agreement, the term “Takeover Proposal” means any inquiry, proposal or offer (whether or not in writing) from any person, entity or group relating to any transaction or series of transactions, directly or indirectly, (1) involving any exchange, lease, sale, disposition, acquisition, transfer, purchase, or exclusive license of all or substantially all of Seller’s or the Property Sellers’ rights with respect to Purchased Assets; (2) that, if consummated, would result in any person, entity or group (other than Seller) beneficially owning, directly or indirectly, or having the right to acquire, any Purchased Assets; (3) involving any merger, consolidation, business combination, recapitalization, liquidation, dissolution, binding exchange or similar transaction involving any of the Seller or the Property Sellers; or (4) any combination of the foregoing, other than, in each case, the transactions contemplated by this Agreement (an “Acquisition Transaction”). (b) Seller and Property Sellers shall immediately cease and cause to be terminated any solicitation with any person or entity conducted heretofore by Seller or any of their respective Representatives or shareholders shall directly or indirectly in any manner (nor permit the Corporation to): (a) entertain, solicit or encourage; (b) furnish or cause to be furnished any information representatives with respect to any Persons (other than the Purchaser actual or its Representatives) in connection with; or (c) negotiate or otherwise pursue; any proposal or discussions for or in connection with any possible sale of any Purchased Shares or of the Business, no matter how structured, including without limitation by sale of all or any significant or controlling part of the shares of any Vendor Group Entity, by sale or license of all or any significant part of the property and assets of the Corporation, or by any merger or other business combination involving any Vendor Group Entity, the Corporation or otherwise (each of the foregoing proposals or discussions, whether written or oral, an “Alternative potential Acquisition Transaction”). The Vendors shall immediately notify the Purchaser in writing of (i) the receipt during the Interim Period of any proposal for an Alternative Transaction or any requests for any information relating to any Vendor Group Entity, the Business or the Corporation or for access to the properties, books or records of the Corporation by any Person who has informed any Vendor Group Entity or the Corporation that such Person is considering making, or has made, a proposal for an Alternative Transaction, and (ii) the terms of any such Alternative Transaction. The Vendor Group Entities shall be responsible for any breach by their respective Representatives or shareholders of any of the provisions of this Section 7.6. The Vendor Group Entities acknowledge that a breach by any of them, their respective Representatives, or their respective shareholders of this Section 7.6 would result in damages to the Purchaser, and that the Purchaser may not be adequately compensated for such damages by a monetary award alone. Accordingly, the Vendor Group Entities agree that in the event of any such breach, in addition to any other remedies available at Law or otherwise, the Purchaser shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance with this Section 7.6.

Exclusive Dealings. During the Interim Period, none Upon expiry of the Vendor Group Entities Go-Shop Period and until the Closing in accordance with this Agreement (the “Exclusivity Period”), neither GQM nor any of their respective its Representatives or shareholders shall directly or indirectly in any manner (nor permit the Corporation any Subsidiary to): (a) entertain, solicit or encourage; (b) furnish or cause to be furnished any information to any Persons (other than the Purchaser or its Representatives) in connection with; or (c) negotiate or otherwise pursue; any proposal or discussions for or in connection with any possible sale of any Purchased Shares US Holdco Shares, the Subsidiary or US Holdco’s indirect ownership of the BusinessXxxxxxx Mountain Project, no matter how structured, including without limitation by sale of all or any significant or controlling part of the shares of any Vendor Group EntityUS Holdco Shares, by sale or license of all or any significant part of the property and assets of the CorporationUS Holdco or the Subsidiary, or by any merger or other business combination involving any Vendor Group Entity, the Corporation GQM or otherwise (each of the foregoing proposals or discussions, whether written or oral, an “Alternative Transaction”). The Vendors GQM shall immediately notify the Purchaser in writing of (i) the receipt during the Interim Exclusivity Period and until the Closing of any proposal for an Alternative Transaction or any requests for any information relating to any Vendor Group EntityGQM, US Holdco, the Business Subsidiary, or the Corporation Xxxxxxx Mountain Project or for access to the properties, books or records of GQM, US Holdco, or the Corporation Subsidiary by any Person who which has informed any Vendor Group Entity or the Corporation GQM that such Person is considering making, or has made, a proposal for an Alternative Transaction, and (ii) the terms of any such Alternative Transaction. The Vendor Group Entities GQM shall be responsible for any breach by their respective its Representatives or shareholders of any of the provisions of this Section 7.62.6. The Vendor Group Entities acknowledge GQM acknowledges that a breach by any of themit, their respective its Representatives, the US Holdco, the Subsidiary, or their respective shareholders any GQM Shareholders of this Section 7.6 2.6 would result in damages to the Purchaser, Purchaser and that the Purchaser may not be adequately compensated for such damages by a monetary award alone. Accordingly, the Vendor Group Entities agree GQM agrees that in the event of any such breach, in addition to any other remedies available at Law or otherwise, the Purchaser shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance with this Section 7.62.6.

Exclusive Dealings. During From the Interim Period, none date of this Agreement until the earlier of the Vendor Closing or the termination of this Agreement in accordance with its terms, the Stockholder shall not, and shall cause the Stockholder’s Representatives and (to the extent the Stockholder is able) the Group Entities Companies not to, directly or indirectly: (a) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information or discuss other offers for the direct or indirect sale, merger, transfer, IPO, debt or equity refinancing or recapitalization of the Company or any or all of its Subsidiaries, or of any securities, business, properties or assets of the Company or any or all of its Subsidiaries, or other offers that would require the Company to abandon the transactions contemplated by the Merger Agreement (each such transaction prohibited by this sentence, an “Acquisition Proposal”, provided, that no financing transaction specifically permitted pursuant to Section 5.1(b)(v) of the Company Schedules or Section 5.1(b)(vi) of the Merger Agreement shall constitute an Acquisition Proposal, and for the avoidance of doubt, neither this Agreement, the Merger Agreement, nor any of their respective Representatives the Ancillary Documents or shareholders any of the transactions contemplated hereby or thereby shall directly constitute an “Acquisition Proposal” for the purposes of this Section 2 or indirectly in any manner (nor permit the Corporation to): (a) entertain, solicit or encourage; otherwise); (b) furnish or cause to be furnished disclose any non-public information to any Persons (other than the Purchaser or its Representatives) Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; or (c) negotiate enter into any Contract regarding an Acquisition Proposal; (d) prepare or otherwise pursue; take any proposal or discussions for or steps in connection with any possible sale a public offering of any Purchased Shares or Equity Securities of the Business, no matter how structured, including without limitation by sale of all any Group Company (or any significant successor to or controlling part of the shares parent company of any Vendor Group Entity, by sale Company); or license of all or (e) otherwise cooperate in any significant part of the property and assets of the Corporationway with, or assist or participate in, or facilitate or encourage any effort or attempt by any merger Person to do or other business combination involving seek to do any Vendor Group Entity, the Corporation or otherwise (each of the foregoing proposals or discussions, whether written or oral, an “Alternative Transaction”). The Vendors shall immediately notify the Purchaser in writing of (i) the receipt during the Interim Period of any proposal for an Alternative Transaction or any requests for any information relating seek to any Vendor Group Entity, the Business or the Corporation or for access to the properties, books or records of the Corporation by any Person who has informed any Vendor Group Entity or the Corporation that such Person is considering making, or has made, a proposal for an Alternative Transaction, and (ii) the terms of any such Alternative Transaction. The Vendor Group Entities shall be responsible for any breach by their respective Representatives or shareholders of any of the provisions of circumvent this Section 7.6. The Vendor Group Entities acknowledge that a breach by any of them, their respective Representatives, 2 or their respective shareholders of this Section 7.6 would result in damages to the Purchaser, and that the Purchaser may not be adequately compensated for such damages by a monetary award alone. Accordingly, the Vendor Group Entities agree that in the event of any such breach, in addition to any other remedies available at Law or otherwise, the Purchaser shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance with this Section 7.6.further an Acquisition Proposal.]1

Exclusive Dealings. During the Interim Pre-Closing Period, none of neither Seller nor the Vendor Group Entities Company shall, nor shall they authorize or permit any of their respective Representatives (including, in the case of Seller, any other member of the Seller Group) to solicit, initiate, or shareholders shall directly knowingly encourage the submission of any proposal or indirectly in offer from any manner (nor permit the Corporation to): Person or entity relating to any (a) entertainmerger or consolidation of the Company with any other Person, solicit or encourage; (b) acquisition or purchase of all or a material portion of the assets of, or the equity interests in, the Company, (c) any agreement made, other than in the ordinary course of business or in connection with the Spinout Agreements, with regard to the IP Rights owned or licensed by the Company that would result in the transfer of a substantial portion of the value of such IP Rights from the Company to a Third Party, or (d) similar transaction or business combination with respect to the Company (a “Competing Transaction”), enter into a letter of intent or Contract contemplating or otherwise relating to, otherwise approve or recommend, participate in any or continue any ongoing discussions or negotiations regarding, or furnish or cause to be furnished any information to any other Person any confidential or non-public information with respect to, or otherwise cooperate in any way with or knowingly facilitate any effort or attempt by any Person to effect, a Competing Transaction. Seller shall, and shall cause the Company to, cease any existing activities, discussions, and negotiations with all Persons (other than the Purchaser or its Representativesan Affiliate of Purchaser) in connection with; or with respect to any Competing Transaction. The Company shall (cand shall cause the members of the Seller Group, and the Company and the Seller Group shall direct their respective representatives to) negotiate or otherwise pursue; immediately cease and cause to be terminated any proposal or discussions for or in connection existing discussions, negotiations, and communications with any possible sale Person (other than Purchaser or an Affiliate of Purchaser) that relate to any Competing Transaction as of the date of this Agreement, and promptly request the destruction or return of any Purchased Shares or nonpublic information of the Business, no matter how structured, including without limitation by sale of all or any significant or controlling part of the shares of any Vendor Group Entity, by sale or license of all or any significant part of the property and assets of the Corporation, or by any merger or other business combination involving any Vendor Group Entity, the Corporation or otherwise (each of the foregoing proposals or discussions, whether written or oral, an “Alternative Transaction”)Company provided to such Person. The Vendors shall immediately notify the Company shall, within 48 hours, advise Purchaser in writing of (i) the receipt during the Interim Period of any proposal for an Alternative Competing Transaction or any requests for any information relating to any Vendor Group Entity, the Business or the Corporation or request for access to the properties, books books, or records of the Corporation Company by any Person who has informed any Vendor Group Entity or the Corporation Company that such Person is considering making, or has made, a proposal for an Alternative a Competing Transaction, and (ii) . Except to the extent that providing such summary would violate the terms of any such Alternative Transaction. The Vendor Group Entities shall be responsible for any breach by their respective Representatives or shareholders of any Contract to which the Company is a party as of the provisions date hereof, the Company will promptly provide Purchaser with a written summary of this Section 7.6. The Vendor Group Entities acknowledge that the material terms relating to any proposal or offer relating to a breach by any of them, their respective Representatives, or their respective shareholders of this Section 7.6 would result in damages to Competing Transaction received after the Purchaserdate hereof, and that the Purchaser may not be adequately compensated for such damages by a monetary award alone. Accordingly, the Vendor Group Entities agree that in the event of any such breach, in addition to any other remedies available at Law or otherwise, the Purchaser shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance with this Section 7.6materials developments thereto.