Common use of No Solicitation by Acquiror Clause in Contracts

No Solicitation by Acquiror. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article XII, Acquiror shall not, and shall direct the Sponsor and its controlled Affiliates and its and their respective officers, directors and Representatives not to, directly or indirectly (a) solicit, initiate, or pursue any inquiry, indication of interest, proposal or offer relating to an Acquiror Acquisition Proposal, (b) participate in or continue any discussions or negotiations with any third-party with respect to, or furnish or make available, any information concerning Acquiror to any third party relating to an Acquiror Acquisition Proposal, or provide to any third-party access to the businesses, properties, assets or personnel of Acquiror, in each case for the purpose of encouraging or facilitating an Acquiror Acquisition Proposal or (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to an Acquiror Acquisition Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Acquiror Acquisition Proposal. From and after the date hereof, Acquiror shall, and shall direct the Sponsor and its controlled Affiliates and its and their respective officers, directors and Representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than the Company and its Representatives) with respect to an Acquiror Acquisition Proposal.

No Solicitation by Acquiror. From the date hereof until the Amalgamation Closing Date or, if earlier, the termination of this Agreement in accordance with Article XII, Acquiror shall not, and shall direct the Sponsor and its controlled Affiliates and its and their respective officers, directors and Representatives not to, directly or indirectly (a) solicit, initiate, or pursue any inquiry, indication of interest, proposal or offer relating to an Acquiror Acquisition Proposal, (b) participate in or continue any discussions or negotiations with any third-party with respect to, or furnish or make available, any information concerning Acquiror to any third party relating to an Acquiror Acquisition Proposal, or provide to any third-party access to the businesses, properties, assets or personnel of Acquiror, in each case for the purpose of encouraging or facilitating an Acquiror Acquisition Proposal or (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to an Acquiror Acquisition Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Acquiror Acquisition Proposal. From and after the date hereof, Acquiror shall, and shall direct the Sponsor and its controlled Affiliates and its and their respective officers, directors and Representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than the Company and its Representatives) with respect to an Acquiror Acquisition Proposal.

No Solicitation by Acquiror. From the date hereof until the Acquisition Closing Date or, if earlier, the termination of this Agreement in accordance with Article XIIXI, Acquiror shall not, and shall direct the Sponsor and its controlled Affiliates and its and their respective officers, directors and Representatives not to, directly or indirectly (a) solicit, initiate, facilitate or pursue encourage any inquiryinquiries, indication proposals, indications of interestinterest or offers that constitute, proposal or offer relating that would reasonably be expected to constitute or lead to, an Acquiror Acquisition Proposal, (b) engage in, continue or otherwise participate in or continue any discussions or negotiations with any third-party with respect to, or furnish or make available, any information concerning Acquiror to any third party relating to regarding an Acquiror Acquisition Proposal, or furnish to any third-party non-public information or provide to any third-party access to the businesses, properties, assets or personnel of Acquiror, in each case for the purpose of encouraging or facilitating an Acquiror Acquisition Proposal or Proposal, (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to an Acquiror Acquisition Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Acquiror Acquisition Proposal. From and after the date hereof, Acquiror shall, and shall direct the Sponsor and its controlled Affiliates and its and their respective officers, directors and Representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than the Company and its Representatives) with respect to an Acquiror Acquisition Proposal. Notwithstanding the foregoing but subject to Section 12.14, nothing else in this Agreement shall prohibit Acquiror, the Special Committee or the Acquiror Board from making any legally required disclosure, including legally required disclosure of factual information regarding the business, financial condition or results of operations of Acquiror.

No Solicitation by Acquiror. From the date hereof until of this Agreement through the earlier of the Closing Date or, if earlier, or the termination of this Agreement in accordance with Article XII, except in connection with the Transactions, Acquiror shall not, and Acquiror shall direct the Sponsor and cause its controlled Affiliates Subsidiaries and its and their respective officers, directors Affiliates (including Sponsor) and Representatives not to, directly or indirectly indirectly, (a) solicit, initiatesolicit or initiate or knowingly induce or encourage, or pursue knowingly take any inquiryother action to facilitate, indication of interestany Acquisition Proposal or any existing, new or revised inquiry or proposal or offer relating that would reasonably be expected to lead to an Acquiror Acquisition Proposal, (b) enter into, continue or otherwise participate in or continue any discussions or negotiations with any third-party with respect toregarding, or furnish to any Person any information in furtherance of, or make availableotherwise cooperate in any way in furtherance of, any information concerning Acquiror Acquisition Proposal or any inquiry or proposal that would reasonably be expected to any third party relating lead to an Acquiror Acquisition Proposal, or provide to any third-party access to the businesses, properties, assets or personnel of Acquiror, in each case for the purpose of encouraging or facilitating an Acquiror Acquisition Proposal or (c) approve, endorse, recommend, execute or enter into any binding understandingContract, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or understanding, agreement in principle, joint venture agreement, partnership agreement or merger, acquisition or similar agreement constituting, contemplating or otherwise relating to any Acquisition Proposal or any other agreement with respect inquiry or proposal that could reasonably be expected to lead to an Acquiror Acquisition Proposal, or (d) grant prepare or take any waiversteps in furtherance of a public offering of any securities of any entity other than in connection with the Transactions. For the avoidance of doubt, amendment it is understood and agreed that the foregoing shall not prohibit Acquiror, its Subsidiaries and its and their respective Affiliates, Representatives, stockholders, equityholders, members and partners from taking any actions in the ordinary course that are not otherwise in violation of this Section 9.9 (such as answering phone calls) or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by informing any Person to make, an Acquiror inquiring about a possible Acquisition ProposalProposal of the existence of the obligations contained in this Section 9.9. From and after the date hereofof this Agreement, Acquiror shall, and shall direct the Sponsor cause its Subsidiaries and its controlled Affiliates and its and their respective officers, directors (including Sponsor) and Representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than the Company and its Representatives) Person that may be ongoing with respect to an Acquiror Acquisition Proposal, and as promptly as practicable thereafter notify such Person to the effect that Acquiror is ending all discussions and negotiations with such Person with respect to such Acquisition Proposal, effective immediately.

No Solicitation by Acquiror. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article XIIX, Acquiror shall not, and shall direct the Sponsor cause its Subsidiaries not to, and its controlled Affiliates and Acquiror shall instruct its and their respective officersrepresentatives, directors and Representatives not to, directly or indirectly (a) solicit, initiate, or pursue make any inquiry, indication of interest, proposal or offer relating to an Acquiror Acquisition that constitutes a Business Combination Proposal, (b) participate in initiate, solicit, propose, induce, facilitate any inquiries or continue any discussions or negotiations with any third-party requests for information with respect to, or furnish the making of any inquiry regarding, an actual or make availablepotential Business Combination Proposal, (c) engage in, continue or otherwise participate in any information concerning Acquiror to any third party relating to an Acquiror Acquisition Proposalnegotiations or discussions concerning, or provide access to, its properties, business, assets, books, records or any confidential information or data to, any person relating to any third-party access proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to the businessesresult in or lead to, propertiesany Business Combination Proposal, assets or personnel of Acquiror, in each case for the purpose of encouraging or facilitating an Acquiror Acquisition Proposal or (cd) enter into any binding understanding, binding arrangement, acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect relating to an Acquiror Acquisition a Business Combination Proposal, or (de) grant any waiver, amendment or release under any confidentiality agreement in connection with a Business Combination Proposal or the anti-takeover laws, (f) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to makemake a Business Combination Proposal, an or (g) agree or otherwise commit to enter into or engage in any of the foregoing, in each case, other than to or with the Company and its respective representatives. Acquiror Acquisition Proposal. From and after also agrees that immediately following the date hereof, Acquiror execution of this Agreement it shall, and shall direct the Sponsor cause its Subsidiaries and shall instruct any of its controlled Affiliates and or its and their Subsidiaries’ respective Affiliates, directors, officers, directors employees, agents or representatives (including investment bankers, attorneys and Representatives accountants) to, immediately cease and terminate all any solicitations, discussions and or negotiations with any Persons Person (other than the Company parties hereto and its Representativestheir respective representatives) conducted heretofore in connection with respect a Business Combination Proposal or any inquiry or request for information that would reasonably be expected to an Acquiror Acquisition lead to, or result in, a Business Combination Proposal.

No Solicitation by Acquiror. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article XIIX, Acquiror and its Subsidiaries shall not, and Acquiror shall direct the Sponsor instruct and use its controlled Affiliates and reasonable best efforts to cause its and their respective officers, directors and Representatives representatives not to, directly or indirectly (ai) solicit, initiate, or pursue make any inquiry, indication of interest, proposal or offer relating to an Acquiror Acquisition that constitutes a Business Combination Proposal, (bii) participate in or continue initiate any discussions or negotiations with any third-party Person with respect to, or furnish or make available, any information concerning Acquiror to any third party relating to an Acquiror Acquisition Proposal, or provide to any third-party access to the businesses, properties, assets or personnel of Acquiror, in each case for the purpose of encouraging or facilitating an Acquiror Acquisition a Business Combination Proposal or (ciii) enter into any binding understanding, binding arrangement, acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal provided, however, that nothing in this Section 7.6 shall limit Acquiror and its Subsidiaries, or any of their representatives, from taking any actions in connection with respect to an any Acquiror Acquisition Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by Proposal with any Person to make, an the extent that such Acquiror Acquisition Proposal would not (x) constitute a Business Combination Proposal, (y) be consummated before the Effective Time or (z) would not reasonably be expected to prevent or impair the consummation of the Merger or the performance by Acquiror or Merger Sub of any of their obligations hereunder. From and after the date hereof, Acquiror and its officers and directors shall, and Acquiror shall direct the Sponsor instruct and cause Acquiror’s representatives, its controlled Affiliates and its Subsidiaries and their respective officers, directors and Representatives representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than the Company and its Representatives) that may be ongoing with respect to an Acquiror Acquisition a Business Combination Proposal.

No Solicitation by Acquiror. From the date hereof until the Second Closing Date or, if earlier, the termination of this Agreement in accordance with Article XIIXI, Acquiror shall not, and shall direct the Sponsor and its controlled Affiliates and its and their respective officers, directors and Representatives not to, directly or indirectly (a) solicit, initiate, facilitate or pursue encourage any inquiryinquiries, indication proposals, indications of interestinterest or offers that constitute, proposal or offer relating that would reasonably be expected to constitute or lead to, an Acquiror Acquisition Proposal, (b) engage in, continue or otherwise participate in or continue any discussions or negotiations with any third-party with respect to, or furnish or make available, any information concerning Acquiror to any third party relating to regarding an Acquiror Acquisition Proposal, or furnish to any third-party non-public information or provide to any third-party access to the businesses, properties, assets or personnel of Acquiror, in each case for the purpose of encouraging or facilitating an Acquiror Acquisition Proposal or Proposal, (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to an Acquiror Acquisition Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Acquiror Acquisition Proposal. From and after the date hereof, Acquiror shall, and shall direct the Sponsor and its controlled Affiliates and its and their respective officers, directors and Representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than the Company and its Representatives) with respect to an Acquiror Acquisition Proposal. Notwithstanding the foregoing but subject to Section 12.14, nothing else in this Agreement shall prohibit Acquiror, or the Acquiror Board from making any legally required disclosure, including legally required disclosure of factual information regarding the business, financial condition or results of operations of Acquiror.

No Solicitation by Acquiror. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article XIIX, Acquiror shall not, and shall direct the Sponsor and use its controlled reasonable best efforts to cause its Subsidiaries, Affiliates and its and their respective officersrepresentatives, directors and Representatives not to, directly or indirectly without the prior written consent of the Company, (a) solicit, initiate, or pursue make any inquiry, indication of interest, proposal or offer relating that constitutes a Business Combination Proposal if the Business Combination transaction underlying such proposal or offer is anticipated to an Acquiror Acquisition Proposalbe completed prior to or substantially concurrently with the transactions contemplated hereby, (b) participate in or continue initiate any discussions or negotiations with any third-party Person with respect to, to a Business Combination Proposal if the Business Combination transaction underlying such discussions or furnish negotiations is anticipated to be completed prior to or make available, any information concerning Acquiror to any third party relating to an Acquiror Acquisition Proposal, or provide to any third-party access to substantially concurrently with the businesses, properties, assets or personnel of Acquiror, in each case for the purpose of encouraging or facilitating an Acquiror Acquisition Proposal transactions contemplated hereby or (c) enter into any binding understandingacquisition agreement, binding arrangement, acquisition business combination agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect relating to an Acquiror Acquisition Proposala Business Combination Proposal if the entering into such acquisition agreement, business combination agreement, merger agreement or similar definitive agreement, or (d) grant any waiverletter of intent, amendment memorandum of understanding or release under agreement in principle, or any confidentiality other agreement relating to a Business Combination Proposal would delay, impede, frustrate or otherwise knowingly facilitate disrupt the consummation of the Merger or the Milk Transaction, in each case, of clauses (a)-(c), other than (x) to or with the Company and its respective representatives or (y) to or with Obagi and its respective representatives; provided further, that in the case of each of clauses (a)-(c), Acquiror shall not, and shall cause such third-party in the relevant Business Combination transaction and each of their respective Affiliates and representatives not to, make any public announcement regarding such inquiries, proposals, discussions, Business Combination transaction or negotiations or take any effort or attempt by action which could reasonably be expected to require any Person to makemake any such public announcement, an Acquiror Acquisition Proposalin each case, without the consent of the Company. From and after the date hereof, Acquiror shall, and shall direct the Sponsor and use its controlled reasonable best efforts to cause its Subsidiaries, Affiliates and its and their respective officersrepresentatives, directors and Representatives to, to immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to a Business Combination Proposal that is anticipated to be completed prior to or substantially concurrently with the transactions contemplated hereby (other than with the Company Company, Obagi and its Representatives) with respect to an Acquiror Acquisition Proposaltheir respective representatives).

No Solicitation by Acquiror. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article XIIX, Acquiror shall not, and shall direct the cause its Subsidiaries and Sponsor not to, and its controlled Affiliates and Acquiror shall instruct its and their respective officers, directors representatives acting on its and Representatives their behalf not to, directly or indirectly (a) make any proposal or offer that constitutes a Competing Transaction, (b) solicit, initiate, or pursue any inquiry, indication of interest, proposal or offer relating to an Acquiror Acquisition Proposal, (b) participate in enter into or continue any discussions negotiations with, or negotiations with encourage or respond to any third-party inquiries or proposals by, any Person with respect toto a Competing Transaction, or furnish or make available, any information concerning Acquiror to any third party relating to an Acquiror Acquisition Proposal, or provide to any third-party access to the businesses, properties, assets or personnel of Acquiror, in each case for the purpose of encouraging or facilitating an Acquiror Acquisition Proposal or (c) enter into any binding understanding, binding arrangement, acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect relating to an Acquiror Acquisition Proposala Competing Transaction, or (d) grant any waiver, amendment or release under any confidentiality agreement, standstill agreement or the anti-takeover laws of any state, or (e) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Acquiror Acquisition Proposalmake a Competing Transaction. From and after the date hereof, Acquiror shall, and shall direct the instruct its officers and directors to, and Acquiror shall instruct and cause its representatives, its Subsidiaries, Sponsor and its controlled Affiliates and its and their respective officers, directors and Representatives representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than the Company and its Representatives) that may be ongoing with respect to an a Competing Transaction. Without limiting the foregoing, Acquiror Acquisition Proposalshall (i) promptly (and in any event within twenty-four (24) hours) notify the Company orally and in writing of the receipt of any offer or proposal with respect to a Competing Transaction, which notice shall include a copy of such offer or proposal (or, where such offer or proposal is not submitted by such Person in writing, a reasonably detailed written description of the material terms and conditions of such offer or proposal), and (ii) keep the Company promptly informed (and in any event within twenty-four (24) hours) in all material respects of any material communications relating to material changes to, such proposal or offer (including any change in the price or other material terms thereof).

No Solicitation by Acquiror. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article XIIX, Acquiror and its Subsidiaries shall not, and Acquiror shall direct the Sponsor instruct and use its controlled Affiliates and reasonable best efforts to cause its and their respective officers, directors and Representatives representatives not to, directly or indirectly (ai) solicit, initiate, or pursue make any inquiry, indication of interest, proposal or offer relating to an Acquiror Acquisition that constitutes a Business Combination Proposal, (bii) participate in or continue initiate any discussions or negotiations with any third-party Person with respect to, or furnish or make available, any information concerning Acquiror to any third party relating to an Acquiror Acquisition Proposal, or provide to any third-party access to the businesses, properties, assets or personnel of Acquiror, in each case for the purpose of encouraging or facilitating an Acquiror Acquisition a Business Combination Proposal or (ciii) enter into any binding understanding, binding arrangement, acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal provided, however, that nothing in this Section 7.7 shall limit Acquiror and its Subsidiaries, or any of their representatives, from taking any actions in connection with respect to an any Acquiror Acquisition Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by Proposal with any Person to make, an the extent that such Acquiror Acquisition Proposal would not (x) constitute a Business Combination Proposal, (y) be consummated before the Second Effective Time, and (z) would not reasonably be expected to prevent or impair the consummation of the Mergers or the performance by Acquiror or Merger Sub of any of their obligations hereunder. From and after the date hereof, Acquiror and its officers and directors shall, and Acquiror shall direct the Sponsor instruct and cause Acquiror’s representatives, its controlled Affiliates and its Subsidiaries and their respective officers, directors and Representatives representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than the Company and its Representatives) that may be ongoing with respect to an Acquiror Acquisition a Business Combination Proposal.

No Solicitation by Acquiror. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article XIIX, Acquiror shall not, and shall direct the Sponsor and use its controlled reasonable best efforts to cause its Subsidiaries, Affiliates and its and their respective officersrepresentatives, directors and Representatives not to, directly or indirectly without the prior written consent of the Company, (a) solicit, initiate, or pursue make any inquiry, indication of interest, proposal or offer relating that constitutes a Business Combination Proposal if the Business Combination transaction underlying such proposal or offer is anticipated to an Acquiror Acquisition Proposalbe completed prior to or substantially concurrently with the transactions contemplated hereby, (b) participate in or continue initiate any discussions or negotiations with any third-party Person with respect toto a Business Combination Proposal if the Business Combination transaction underlying such discussions or negotiations is anticipated to be completed prior to or substantially concurrently with the transactions contemplated hereby, or furnish or make available, any information concerning Acquiror to any third party relating to an Acquiror Acquisition Proposal, or provide to any third-party access to the businesses, properties, assets or personnel of Acquiror, in each case for the purpose of encouraging or facilitating an Acquiror Acquisition Proposal or (c) enter into any binding understandingacquisition agreement, binding arrangement, acquisition business combination agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal if the entering into such acquisition agreement, business combination agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal would delay, impede, frustrate or otherwise disrupt the consummation of the Merger or the Milk Transaction, in each case of clauses (a)–(c), other than (x) to or with respect to an Acquiror Acquisition Proposalthe Company and its respective representatives, or (dy) grant to or with Milk and its respective representatives; provided further, that in the case of each of clauses (a)-(c), Acquiror shall not, and shall cause such third-party in the relevant Business Combination transaction and each of their respective Affiliates and representatives not to, make any waiver, amendment public announcement regarding such Business Combination transaction or release under take any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by action which could reasonably be expected to require any Person to makemake any such public announcement, an Acquiror Acquisition Proposalin each case, without the consent of the Company. From and after the date hereof, Acquiror shall, and shall direct the Sponsor and use its controlled reasonable best efforts to cause its Subsidiaries, Affiliates and its and their respective officersrepresentatives, directors and Representatives to, to immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to a Business Combination Proposal that is anticipated to be completed prior to or substantially concurrently with the transactions contemplated hereby (other than with the Company Company, Milk and its Representatives) with respect to an Acquiror Acquisition Proposaltheir respective representatives).

No Solicitation by Acquiror. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article XIIX, Acquiror shall not, and shall direct the Sponsor and its controlled Affiliates and its and their respective officers, directors and Representatives not to, directly or indirectly (a) solicit, initiate, or pursue any inquiry, indication of interest, proposal or offer relating to an Acquiror Acquisition Proposal, (b) participate in or continue any discussions or negotiations with any third-party with respect to, or furnish or make available, any information concerning Acquiror to any third party relating to an Acquiror Acquisition Proposal, or provide to any third-party access to the businesses, properties, assets or personnel of Acquiror, in each case for the purpose of encouraging or facilitating an Acquiror Acquisition Proposal or (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to an Acquiror Acquisition Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Acquiror Acquisition Proposal. From and after the date hereof, Acquiror shall, and shall direct the Sponsor and its controlled Affiliates and its and their respective officers, directors and Representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than the Company and its Representatives) with respect to an Acquiror Acquisition Proposal.

No Solicitation by Acquiror. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article XII, (a) Acquiror shall not, and nor shall direct the Sponsor and it permit any of its controlled Affiliates and subsidiaries to, nor shall it authorize or permit any of its and their respective officersdirectors, directors and Representatives not officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries to, directly or indirectly through another person, (ai) solicit, initiateinitiate or encourage (including by way of furnishing information), or pursue take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes any Acquiror Takeover Proposal (as defined below) or (ii) participate in any discussions or negotiations regarding any Acquiror Takeover Proposal; PROVIDED, HOWEVER, that if, at any time, the Board of Directors of Acquiror determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to act in a manner consistent with its fiduciary duties to Acquiror's stockholders under applicable law, Acquiror may, in response to an Acquiror Superior Proposal (as defined in Section 4.3(b)) which was not solicited by it or which did not otherwise result from a breach of this Section 4.3(a) and subject to providing prior written notice of its decision to take such action to the Company (the "Acquiror Notice") and compliance with Section 4.3(c), following delivery of the Acquiror Notice (x) furnish information with respect to Acquiror and its subsidiaries to any person making an Acquiror Superior Proposal pursuant to a customary confidentiality agreement (as determined by Acquiror after consultation with its outside counsel) that is no less restrictive than the Confidentiality Agreement and (y) participate in discussions or negotiations regarding such Acquiror Superior Proposal. For purposes of this Agreement, "Acquiror Takeover Proposal" means any inquiry, indication of interest, proposal or offer from any person relating to an any (w) direct or indirect acquisition or purchase of a business that constitutes 15% or more of the net revenues, net income or the assets of Acquiror Acquisition Proposaland its subsidiaries, taken as a whole, (bx) participate direct or indirect acquisition or purchase of 15% or more of any class of equity securities of Acquiror or of 15% or more of any class of equity securities of any of its subsidiaries whose business constitutes 15% or more of the net revenues, net income or assets of Acquiror and its subsidiaries, taken as a whole, (y) tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or continue more of any discussions or negotiations with any third-party with respect to, or furnish or make available, any information concerning class of equity securities of Acquiror to any third party relating to an Acquiror Acquisition Proposal, or provide to any third-party access to the businesses, properties, assets or personnel of Acquiror, in each case for the purpose of encouraging or facilitating an Acquiror Acquisition Proposal or (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intentits subsidiaries whose business constitutes 15% or more of the net revenues, memorandum net income or assets of understanding or agreement in principleAcquiror and its subsidiaries, or any other agreement with respect to an Acquiror Acquisition Proposaltaken as a whole, or (dz) grant any waivermerger, amendment consolidation, business combination, recapitalization, liquidation, dissolution or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations similar transaction involving Acquiror or any effort of its subsidiaries whose business constitutes 15% or attempt by any Person to makemore of the net revenues, an net income or assets of Acquiror Acquisition Proposal. From and after the date hereof, Acquiror shall, and shall direct the Sponsor and its controlled Affiliates and its and their respective officerssubsidiaries, directors and Representatives totaken as a whole, immediately cease and terminate all discussions and negotiations with any Persons (other than the Company and its Representatives) with respect to an Acquiror Acquisition Proposaltransactions contemplated by this Agreement.