Common use of No Solicitation of Other Bids Clause in Contracts

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period shall and none of them shall authorize nor permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the Company) and all of their 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, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.03, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal. (c) Each of the Sellers agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of The Parent shall not, and shall cause the Sellers during Company and the Pre-Closing Period Transferred Subsidiaries not to, and shall and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Immediately following the execution of this Agreement, Parent shall immediately cease and shall cause to be terminatedthe Company and the Transferred Subsidiaries to, and shall cause direct each of their respective Affiliates (including the Company) and all of their Representatives to immediately cease and cause to be terminatedrepresentatives to, all terminate any existing discussions or negotiations with any Persons, other than Acquiror (and its Affiliates and representatives), concerning any Acquisition Proposal and to terminate all physical and electronic data room access previously granted to any Persons conducted heretofore with respect to, or that could lead to, an other than Acquiror and its Affiliates and Representatives in any Acquisition Proposal. (b) . In addition to the other obligations under this Section 6.035.17, Sellers Parent shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Company, Parent or any of their respective Representatives) advise Buyer Acquiror orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposal. (c) Each inquiry, and the identity of the Sellers agrees that Person making the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyersame.

No Solicitation of Other Bids. (a) None of the Sellers during Company, Sellers, the Pre-Closing Period Indemnifying Members nor any of their respective Affiliates shall, and each shall and none of them shall not authorize nor or permit any of its their Affiliates (including the Company) or any of its or their respective Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers The Company shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the Company) and all of their 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 reasonably lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Purchaser or any of its Affiliates) concerning (x) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company, any of its Affiliates, or any of the assets or property thereof; (y) the issuance or acquisition of the Membership Units, or other Equity interest or security of the Company any of its Affiliates; or (z) the sale, lease, exchange or other disposition of the properties or assets of the Company or its Affiliates, except in the Ordinary Course of Business. (b) In addition to the other obligations under this Section 6.036.7, Sellers the Company shall promptly (and in any event within three one (31) Business Days Day after receipt thereof by any of the Sellers Company or any of their its Representatives) advise Buyer Purchaser orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which would reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry. (c) Each of the Sellers The Company agrees that the rights and remedies for noncompliance with this Section 6.03 6.7 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Purchaser and that monetary money damages would not provide an adequate remedy to BuyerPurchaser.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Seller shall not and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.035.03, Sellers Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request request, or Acquisition Proposal, and the identity of the Person making the same. (c) Each of the Sellers Seller agrees that the rights and remedies for noncompliance with this Section 6.03 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Seller shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.03, Sellers Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers Seller agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period The Seller Parties shall not, and none of them shall not authorize nor or permit any of its their respective Affiliates (including the Company) or any of its or their respective Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers The Seller Parties shall immediately cease and cause to be terminated, and shall cause each of their respective Affiliates (including the Company) and all of 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, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.037.3, Sellers the Seller Parties shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers agrees The Seller Parties agree that the rights and remedies for noncompliance with this Section 6.03 7.3 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None During the period commencing on the date hereof and ending on the earlier of the Sellers during Closing Date or the Pre-Closing Period date of termination of this Agreement, neither the Company nor any Holder shall, nor shall and none of them shall it authorize nor or permit any of its their Affiliates (including the Company) or any of its or their Representatives representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) with any Person regarding an Acquisition Proposal. Sellers On the date hereof, the Company and each Holder shall immediately cease and cause to be terminated, and shall promptly cause each of their Affiliates (including the Company) and all of their Representatives 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, to an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.037.8, Sellers the Company and each Holder shall promptly (and in any event within three (3) Business Days 48 hours after receipt thereof by any of the Sellers such Holder or any of their Representativesits representatives) advise Buyer Parent orally and in writing of any Acquisition ProposalProposal received by it; provided, that, for the purposes of this Section 7.8(b), an Acquisition Proposal shall not be deemed to include inquiries, proposals or offers from any request for information with respect to Person that would involve the issuance or acquisition of less than 5% of any Acquisition Proposal, class of outstanding Equity Interests of the material terms and conditions of such request or Acquisition ProposalCompany. (c) Each of the Sellers The Company and each Holder agrees that the rights and remedies for noncompliance with this Section 6.03 7.8 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall could cause irreparable injury to Buyer Parent and that monetary money damages would not provide an adequate remedy to BuyerParent.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period The Company shall not, and none of them shall cause its Subsidiaries not to, and shall not authorize nor or permit any of its Affiliates (including the Company) or any of its Subsidiaries’ Affiliates or any of their respective Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers The Company shall immediately cease and cause to be terminated, and shall cause each of their its Subsidiaries and its Subsidiaries’ Affiliates (including the Company) 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, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.035.3, Sellers the Company shall promptly (and in any event within three two (32) Business Days after receipt thereof by any of the Sellers Company or any of their its Representatives) advise Buyer Parent orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, and the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry. (c) Each of the Sellers The Company agrees that the rights and remedies for noncompliance with this Section 6.03 5.3 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Parent and that monetary money damages would not provide an adequate remedy to BuyerParent.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Seller shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the CompanyAcquired Companies) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the CompanyAcquired Companies) and all of its and their 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, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving an Acquired Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of an Acquired Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of an Acquired Company’s properties or assets. (b) In addition to the other obligations under this Section 6.035.03, Sellers Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers Seller agrees that the rights and remedies for noncompliance with this Section 6.03 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None For a period of 60 days from the Sellers during Effective Date, the Pre-Closing Period Company shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers As of the Effective Date, the Company shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. . For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (bother than Parent or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of any of the Companies, the Washington Entities or any portion of the Business. In addition to the other obligations under this Section 6.035.06(d), Sellers the Company shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Company or any of their its Representatives) advise Buyer Parent orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposal. (c) Each inquiry, and the identity of the Sellers Person making the same. The Company agrees that the rights and remedies for noncompliance with this Section 6.03 5.06(d) shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Parent and that monetary money damages would not provide an adequate remedy to BuyerParent.

No Solicitation of Other Bids. (a) None The Purchased Company and each of the Sellers during the Pre-Closing Period shall not, and none of them shall not authorize nor or permit any of its their Affiliates (including any of the CompanyHeartland Companies) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers The Purchased Company and each Seller shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including any of the CompanyHeartland Companies) and all of its and their 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, an Acquisition Proposal. . For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (b) In addition to the other obligations under this Section 6.03, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers than Buyer or any of their Representativesits Affiliates) advise Buyer orally and in writing concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Heartland Companies; (ii) the issuance or acquisition of shares of capital stock or membership interests or other equity securities of the Heartland Companies; or (iii) the sale, lease, exchange or other disposition of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal. (c) Each significant portion of the Sellers agrees that Heartland Companies properties or assets other than in the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyerordinary course of business.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period The Selling Parties shall not, and none of them shall not authorize nor or permit any of its their Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.03, Sellers the Selling Parties shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers agrees The Selling Parties agree that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Seller shall and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate facilitate, or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the Company) and all of their its 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, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal, or offer from any Person (other than Buyer and other than MEA pursuant to any rights of MEA under Section 1 of the Agreement for Extension of 1996 Eklutna Hydroelectric Project Transition Plan, dated October 2, 1997, among Seller, Buyer and MEA as provided for in the Eklutna Power Purchase Agreement) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.03, Sellers Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which would reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers Seller agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of No Seller will, and the Sellers during Company and the Pre-Closing Period shall Operating Subsidiary will not, and none of them shall no Seller or the Company or the Operating Subsidiary will authorize nor or permit any of its Affiliates (including the each Group Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions discuss or negotiations negotiate with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall Each Seller, the Company and the Operating Subsidiary will immediately cease and cause to be terminated, and shall will cause each of their its Affiliates (including the each Group Company) and all of its and their 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, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.036.14, Sellers shall each Seller, the Company and the Operating Subsidiary will promptly (and in any event within three (3) one Business Days Day after receipt thereof by any of the Sellers such party or any of their its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or that could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of Seller, the Sellers Company and the Operating Subsidiary agrees that the rights and remedies for noncompliance with this Section 6.03 shall 6.14 will include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall will cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Seller shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Public Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Public Company) and all of its and their 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, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving the Public Company; (ii) the issuance or acquisition of membership interests in the Public Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Public Company’s properties or assets. (b) In addition to the other obligations under this Section 6.03, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal. (c) Each of the Sellers Seller agrees that the rights and remedies for noncompliance with this Section 6.03 5.04 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (ai) None of the Sellers during the Pre-Closing Period shall and none of them No Equityholder shall, or shall authorize nor or permit any of its Affiliates (including the any Company) or any of its or their Representatives representatives to, directly or indirectly, : (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition ProposalProposal (as defined below); (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers For purposes hereof, “Acquisition Proposal” shall immediately cease and cause to be terminatedmean any inquiry, and shall cause each proposal or offer from any Person (other than Purchaser, IBP or any of their Affiliates respective Affiliates) concerning (including x) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any Company; (y) the issuance or acquisition of shares of Capital Stock of any Company; or (z) and all the sale, lease, exchange or other disposition of their Representatives any material portion of any Company’s properties or assets (except for distributions of cash 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, an Acquisition Proposalthe Individuals). (bii) In addition to the other obligations under this Section 6.039.1(h), Sellers Equityholders’ Representative shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer Purchaser orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (ciii) Each of the Sellers Equityholder agrees that the rights and remedies for noncompliance with this Section 6.03 9.1(h) shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Purchaser and IBP and that monetary money damages would not provide an adequate remedy to BuyerPurchaser and IBP.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Seller shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, or knowingly take any action to facilitate or continue inquiries regarding an encourage the submission of any Acquisition Proposal or the making of any proposal that could reasonably be expected to lead to any Acquisition Proposal, or, subject to Section 6.03(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Seller or any of its Affiliates to, afford access to the business, properties, assets, books, or records of Seller or any of its Affiliates to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party that is seeking to make, or has made, any Acquisition Proposal; (ii) enter into discussions except where the Seller Board makes a good faith determination, after consultation with outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties, amend or negotiations with, grant any waiver or provide release under any information to, standstill or similar agreement with respect to any Person concerning a possible Acquisition Proposalclass of equity securities of Seller or any of its Affiliates; or (iii) enter into any agreements agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other instruments Contract relating to any Acquisition Proposal (whether or each, a “Seller Acquisition Agreement”). Except as expressly permitted by this Section 6.03, the Seller Board shall not binding) regarding an Acquisition Proposaleffect a Seller Adverse Recommendation Change. Sellers Seller shall, and shall cause its Affiliates to cease immediately cease and cause to be terminated, and shall cause each not authorize or knowingly permit any of their Affiliates (including the Company) and all of its or their Representatives to immediately cease continue, any and cause to be terminated, all existing discussions activities, discussions, or negotiations negotiations, if any, with any Persons third party conducted heretofore prior to the date hereof with respect to, to any Acquisition Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Seller or any of its Affiliates that could lead to, an Acquisition Proposalwas furnished by or on behalf of Seller and its Affiliates to return or destroy (and confirm destruction of) all such information. (b) In addition Notwithstanding Section 6.03(a), prior to the other obligations under this receipt of the Requisite Shareholder Vote, the Seller Board, directly or indirectly through any Representative, may, subject to Section 6.03, Sellers shall promptly 6.03(c): (i) participate in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide, unsolicited Acquisition Proposal in any event within three writing that the Seller Board believes in good faith, after consultation with outside legal counsel and the Seller Financial Advisor, constitutes a Superior Proposal; (3ii) Business Days after receipt thereof by any of the Sellers thereafter furnish to such third party non-public information relating to Seller or any of their Representativesits Affiliates pursuant to an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement (a copy of which confidentiality agreement shall be promptly (in all events within 24 hours) provided for informational purposes only to Parent and which may be redacted to the extent necessary to comply with any confidentiality obligations); (iii) following receipt of and on account of a Superior Proposal, make a Seller Adverse Recommendation Change; and/or (iv) take any action that any court of competent jurisdiction orders Seller to take (which order remains unstayed). (c) From and after the date of this Agreement, (i) Seller shall advise Buyer Parent orally and in writing of the receipt of any Acquisition Proposal, any request for information specifying the material terms and conditions thereof and the identity of the party making such Acquisition Proposal, and (ii) Seller shall keep Parent reasonably informed on a current basis with respect to the status and material terms of any such Acquisition Proposal and shall promptly notify Parent of any material modifications to the financial or other material terms and conditions of such Acquisition Proposal, in each case (A) within one Business Day after (but not including ) the date of Seller’s receipt thereof and (B) except to the extent such disclosure would constitute a breach of any confidentiality obligations. (d) Notwithstanding the foregoing, at any time prior to the receipt of the Requisite Shareholder Vote, the Seller Board may effect a Seller Adverse Recommendation Change or enter into (or permit any Affiliate to enter into) a Seller Acquisition Agreement, if: (i) Seller promptly notifies Parent, in writing, at least five Business Days (the “Superior Proposal Notice Period”) before making a Seller Adverse Recommendation Change or entering into (or causing any Affiliate to enter into) a Seller Acquisition Agreement, of its intention to take such action with respect to a Superior Proposal, which notice shall state expressly that Seller has received an Acquisition Proposal that the Seller Board intends to declare a Superior Proposal and that the Seller Board intends to effect a Seller Adverse Recommendation Change and/or Seller intends to enter into a Seller Acquisition Agreement; (ii) Seller attaches to such notice the material terms and conditions of the transaction that constitutes such request or Superior Proposal and the identity of the third party making such Superior Proposal; (iii) Seller shall, and shall cause its Representatives to, during the Superior Proposal Notice Period, negotiate with Parent in good faith (to the extent Parent desires to negotiate) during Superior Proposal Notice Period with respect to such proposal to make such adjustments in the terms and conditions of this Agreement so that the Superior Proposal described in such notice ceases to constitute a Superior Proposal (it being agreed that in the event that, after commencement of the Superior Proposal Notice Period, there is a material revision to the terms of a Superior Proposal, including any revision in price, the Superior Proposal Notice Period shall be extended, if applicable, to ensure at least three Business Days remains in the Superior Proposal Notice Period subsequent to the txxx Xxxxxx notifies Parent of any such material revision (it being understood that there might be multiple extensions)); and (iv) the Seller Board determines in good faith, after consulting with outside legal counsel and the Seller Financial Advisor, that such Acquisition ProposalProposal continues to constitute a Superior Proposal after taking into account any adjustments made by Parent during the Superior Proposal Notice Period in the terms and conditions of this Agreement. (ce) Each Nothing contained in this Agreement shall prohibit Seller from complying with Rules 14a-9, 14d-9, 14e-2 and Item 1012(a) of Regulation M-A promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder or making any required disclosure to Seller’s shareholders if, in the good faith judgment of the Sellers agrees Seller Board, after consultation with its outside legal counsel, the failure to do so would be inconsistent with its fiduciary duties under applicable Law or such disclosure is otherwise required under applicable Law; provided, that the rights and remedies for noncompliance with this Section 6.03 6.03(e) shall include having such provision specifically enforced not be deemed to permit the Seller Board to change, withdraw, modify or amend the Seller Board Recommendation except to the extent permitted by Sections 6.03(c) - (d). For the avoidance of doubt, in no event shall the issuance of a “stop, look and listen” statement (or other similar statement pursuant to any court having equity jurisdictionrequirement of applicable Law) constitute a change, it being acknowledged and agreed that any such breach withdrawal, modification or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyeramendment of the Seller Board Recommendation under this Agreement.

No Solicitation of Other Bids. (a) None Neither of the Sellers during the Pre-Closing Period shall and none of them shall authorize Seller Parties nor permit any of its Affiliates (including the Company) their respective members, managers, partners, equity holders or any of its or their Representatives torepresentatives shall, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; Proposal (as hereinafter defined), (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; , or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Each of the Seller Parties shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated, and shall cause each of their Affiliates (including the Company) and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons Person conducted heretofore on or before the Effective Date with respect to, or that could lead to, an Acquisition Proposal. . For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (b) In addition to the other obligations under this Section 6.03, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers than Purchaser or any of their Representativesits Affiliates) advise Buyer orally and concerning (x) the issuance or acquisition of membership interests in writing Seller, (y) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Seller, or (z) the sale, lease, exchange or other disposition (whether directly or indirectly) of the Property or any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal. (c) portion thereof. Each of the Sellers Seller Parties agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Purchaser and that monetary money damages would not provide an adequate remedy to BuyerPurchaser.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Seller shall not, and none of them shall not authorize nor or permit any of its Affiliates (including members of the CompanyCompany Group) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Companymembers of the Company Group) and all of its and their 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, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.035.6, Sellers Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by Seller, any of the Sellers Company member or any of its or their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers Seller agrees that the rights and remedies for noncompliance with this Section 6.03 5.6 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period The Target shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers The Target shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" shall mean any inquiry, proposal or offer from any Person (other than Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Target; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Target; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Target's properties or assets. (b) In addition to the other obligations under this Section 6.035.03, Sellers the Target shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Target or any of their its Representatives) advise Buyer Parent orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers The Target agrees that the rights and remedies for noncompliance with this Section 6.03 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Parent and that monetary money damages would not provide an adequate remedy to BuyerParent.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Seller shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the CompanyCompany Group) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the CompanyCompany Group) and all of its and their 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, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.035.03, Sellers Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers Xxxxxx agrees that the rights and remedies for noncompliance with this Section 6.03 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Seller shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any additional agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers In consideration of the Second Exclusivity Consideration, Seller agrees that from and after the date hereof, until such time as this Agreement has terminated in accordance with the provisions of Article IX, neither Seller nor any of its Shareholders, directors or officers shall initiate, entertain, solicit, negotiate, accept or discus, directly or indirectly any proposal or offer (an “Acquisition Proposal”) to acquire directly or indirectly all or any portion of the Membership Interests, whether by merger, purchase or otherwise, or provide any non-public information to any third party in connection with an Acquisition Proposal, or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the transactions contemplated herein or take any action in furtherance of the foregoing. Seller agrees to immediately cease and cause to be terminatednotify Buyer if Seller of any of its Shareholders, officer or directors receives requests for information or offers in respect of an Acquisition Proposal, and will communicate to Buyer in reasonable detail the terms of any such indication, request or offer, and will provide Buyer with copies of all written communications other than unsolicited ones relating to any such indication, request or offer. Seller shall cause each of their Affiliates (including the Company) terminate promptly any and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, person or that could lead to, group of persons other than Buyer and its affiliates regarding an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.03, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal. (c) Each of the Sellers Seller agrees that the rights and remedies for noncompliance with this Section 6.03 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach Breach or threatened breach Breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period shall not, and none of them shall not authorize nor or permit any of its their Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the Company) and all of their 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, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.036.3, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or inquiry, and the identity of the Person making the same. could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) Each of the Sellers agrees agree that the rights and remedies for noncompliance with this Section 6.03 6.3 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. ‌ (a) None of From the Sellers during date hereof until the Pre-Closing Period Closing:‌ (i) Target and the Vendors shall not, and none of them shall not authorize nor or permit any of its Affiliates affiliate (including the CompanyContakt) or any of its or their Representatives representatives to, directly or indirectly, (i) encourage, solicitcontinue, initiateor otherwise participate in any discussions or activities which might lead to an agreement, facilitate arrangement or continue inquiries regarding an Acquisition Proposal; understanding that in its design or intent would conflict or interfere with all or a portion of this Agreement or the spirit of this Agreement.‌ (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the Company) and all of their 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, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.03section 5.3(a), Sellers Target and the Vendors shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer notify Tracker orally and in writing of any Acquisition Proposaldiscussions or activities, any request for information with respect to any Acquisition Proposalwhether actual or proposed, the material terms and conditions of such request or Acquisition Proposalas those discussed in subsection 5.3(a)(i). (ciii) Each of Target and the Sellers agrees Vendors agree that the rights and remedies for noncompliance non-compliance with this Section 6.03 shall section 5.3(a) will include having such this provision specifically enforced by any court having equity of competent equitable jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Tracker and that monetary damages would not provide an adequate remedy for Tracker. (b) From the date hereof until the Closing:‌ (i) Tracker shall not, and shall not authorize or permit any affiliate or any of its or their representatives to, directly or indirectly, encourage, continue, or otherwise participate in any discussions or activities which might lead to Buyeran agreement, arrangement or understanding that in its design or intent would conflict or interfere with all or a portion of this Agreement or the spirit of this Agreement.‌ (ii) In addition to the other obligations under this section 5.3(b), Tracker shall promptly notify Target and the Vendors orally and in writing of any discussions or activities, whether actual or proposed, such as those discussed in subsection 5.3(b)(i). (iii) Tracker agrees that the rights and remedies for non-compliance with this section 5.3(b) will include having this provision specifically enforced by any court of competent equitable jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Target and the Vendors and that monetary damages would not provide an adequate remedy for Target and the Vendors.

No Solicitation of Other Bids. (a) None of Seller and the Sellers during the Pre-Closing Period Unitholders shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their Representatives 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, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Purchaser or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.036.3, Sellers Seller shall promptly (and in any event within three (3) two Business Days after receipt thereof by any of the Sellers Seller or any of their Representativesits representatives) advise Buyer Purchaser orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of Seller and the Sellers agrees Unitholders agree that the rights and remedies for noncompliance with this Section 6.03 6.3 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Purchaser and that monetary money damages would not provide an adequate remedy to BuyerPurchaser.

No Solicitation of Other Bids. (a) None During the Pre Closing Period, no member of the Sellers during the Pre-Closing Period TXMD shall, and shall and none of them shall not authorize nor or permit any of its or their Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue continue, or knowingly encourage, inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Each member of the TXMD Group shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.039.4, Sellers TXMD shall promptly (and in any event within three two (32) Business Days after receipt thereof by any member of the Sellers TXMD Group or any of their its Representatives) advise Buyer Purchaser orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers TXMD agrees that the rights and remedies for noncompliance with this Section 6.03 9.4 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Purchaser and that monetary money damages would not provide an adequate remedy to BuyerPurchaser.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period shall shall, and none of them the Sellers shall authorize nor or permit any of its their Affiliates or any of their representatives (including the CompanySellers’ Representative) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of the Sellers shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the Company) and all of their Representatives 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, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" means any inquiry, proposal or offer from any Person (other than Merger Sub or Parent or any of their Affiliates) relating to the direct or indirect disposition, whether by sale, stock purchase, merger or otherwise, of all or any portion of the Business or the Assets. (b) In addition to the other obligations under this Section 6.034.4, the Sellers shall promptly (and in any event within three (3) Business Days forty-eight hours after receipt thereof by any of the Sellers such Seller or any of their Representativesrepresentatives) advise Buyer Merger Sub and Parent orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers Seller agrees that in the rights and remedies for noncompliance with event of any breach or alleged breach of this Section 6.03 shall include having such 4.4, Merger Sub and Parent are entitled to have this provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Merger Sub and Parent and that monetary money damages would not provide an adequate remedy to BuyerMerger Sub and Parent.

No Solicitation of Other Bids. ‌ (a) None of the Sellers during the Pre-Closing Period Each Seller shall not, and none of them shall not authorize nor or permit any of its such Seller’s Affiliates (including the CompanyApp Products) or any of its such Seller’s or their such Affiliates’ Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Each Seller shall immediately cease and cause to be terminated, and shall cause each of their such Seller’s Affiliates (including the CompanyApp Products) and all of their such Seller’s and such Affiliates’ 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, an Acquisition Proposal. . For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (b) In addition to the other obligations under this Section 6.03, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers than Buyer or any of their Representativesits Affiliates) advise Buyer orally and concerning (i) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving App Products; (ii) the issuance or acquisition of membership interests or other equity interests in writing App Products; or (iii) the sale, lease, exchange‌ or other disposition of any Acquisition Proposal, any request for information all or substantially all of App Products’ properties or assets other than sales of inventory in the ordinary course of business consistent with respect to any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposalpast practices. (c) Each of the Sellers agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the The Sellers during the Pre-Closing Period shall not, and none of them shall not authorize nor or permit any of its their Affiliates (including the CompanyCompanies) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the CompanyCompanies) and all of their 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 reasonably lead to, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.035.05, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their its Representatives) advise Buyer the Purchaser orally and in writing of any written Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the The Sellers agrees agree that the rights and remedies for noncompliance with this Section 6.03 5.05 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer the Purchaser and that monetary money damages would not provide an adequate remedy to Buyerthe Purchaser.

No Solicitation of Other Bids. (a) None From the date of this Agreement until the Sellers during earlier of (x) the Pre-Closing Period and (y) the termination of this Agreement pursuant to Section 8.1, the Seller shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments Contracts (whether or not binding) regarding an Acquisition Proposal. Sellers The Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing solicitations, discussions or negotiations with any Persons conducted heretofore with respect to, or that could would lead to, an Acquisition Proposal. . For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer (bwhether binding or non-binding) In addition from any Person (other than the Buyer or any of its Affiliates) relating to the other direct or indirect disposition, whether by sale, merger, business combination, reorganization or otherwise, of all or a material portion of the Business or the Transferred Assets. The Seller shall promptly inform its Representatives and Affiliates of their obligations under this Section 6.03, Sellers shall promptly (and in 5.3. If any event within three (3) Business Days after receipt thereof by any Representatives or Affiliates of the Sellers Seller takes any action that the Seller is obligated by this Section 5.3 to cause such Representative or any of their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect Affiliate not to any Acquisition Proposaltake, the material terms and conditions of such request or Acquisition Proposal. (c) Each of the Sellers agrees that the rights and remedies for noncompliance with Seller shall be deemed to have breached this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyer5.3.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Seller shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Public Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Public Company) and all of its and their 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, an Acquisition Proposal. For purposes hereof, ‘Acquisition Proposal’ shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving the Public Company; (ii) the issuance or acquisition of membership interests in the Public Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Public Company’s properties or assets. (b) In addition to the other obligations under this Section 6.03, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal. (c) Each of the Sellers Seller agrees that the rights and remedies for noncompliance with this Section 6.03 5.04 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None From the date hereof until the Closing or the earlier termination of the Sellers during the Pre-Closing Period this Agreement, Seller shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives representatives to, directly or indirectly, (ia) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (iib) enter into discussions or negotiations with, or provide any confidential information to, any Person concerning or that would be reasonably likely to result in a possible Acquisition Proposal; or (iiic) enter into any agreements or other instruments (whether or not binding) regarding or relating to an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their Representatives 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 would lead to, an Acquisition Proposal. . For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (b) In addition to the other obligations under this Section 6.03, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers than Buyer or any of their Representativesits Affiliates) advise Buyer orally and concerning, except as related to an upstream change of control of Texas Genco Holdings, Inc. or any upstream affiliate thereof including NRG Energy, Inc., (i) a merger, consolidation, liquidation, recapitalization or other business combination transaction directly or indirectly involving the Company or the Seller’s Interests in writing the Facility; (ii) the issuance or acquisition, either directly or indirectly, of equity interests in the Company, including the Equity; or (iii) the direct or indirect sale, lease, exchange or other disposition of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal. (c) Each significant portion of the Sellers agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach Company’s properties or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyerassets.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Seller shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates or in accordance with the ROFR) concerning the purchase of the Subject Interest. (b) In addition to the other obligations under this Section 6.035.3, Sellers Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their its Representatives) advise Buyer orally and in writing of Seller’s receipt of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to an Acquisition Proposal, and the material terms and conditions of such Acquisition Proposal, request or Acquisition Proposalinquiry. (c) Each of the Sellers agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None Until the earlier to occur of the Closing Date and April 12, 2018, Sellers during the Pre-Closing Period shall not, and none of them shall not authorize nor or permit any of its or their Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause each of its or their Affiliates (including the Company) and all of its or their 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, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company's properties or assets. (b) In addition to the other obligations under this Section 6.035.03, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers agrees agree that the rights and remedies for noncompliance with this Section 6.03 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period shall not, and none of them shall not authorize nor or permit any of its their Affiliates (including the Company) or any of its or their Representatives representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their Representatives 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, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.034.3, Sellers shall promptly (and in any event within three one (31) Business Days Day after receipt thereof by any of the Sellers Seller or any of their Representativeshis or her representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers agrees agree that the rights and remedies for noncompliance with this Section 6.03 4.3 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. 57 (a) None of the Sellers during the Pre-Closing Period Parent shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the CompanyCompany and the Company Subsidiaries) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Parent shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.036.12, Sellers subject to Parent’s obligations pursuant to confidentiality agreements existing as of December 19, 2013, Parent shall promptly (and in any event within three (3) one Business Days Day after receipt thereof by any of the Sellers Parent or any of their its Representatives) advise the Buyer orally and or in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers Parent agrees that the rights and remedies for noncompliance with this Section 6.03 6.12 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Buyer and that monetary money damages would not provide an adequate remedy to the Buyer.

No Solicitation of Other Bids. (a) None of During the Sellers during Interim Period, the Pre-Closing Period Seller shall not, shall cause its Affiliates and none of them shall authorize nor permit any of its Affiliates (including the Company) or any of its or their Representatives respective representatives, directors, officers, employees, agents and stockholders not to, directly or indirectly, (i) encourage, solicit, initiate, negotiate, accept, discuss, facilitate or continue inquiries regarding an Acquisition Alternative Proposal; (ii) enter into discussions other than the Buyer to acquire, joint venture or negotiations withfinance all or any part of the Acquired Assets or the capital stock of any corporate entity holding the Acquired Assets, whether by merger, purchase of stock, purchase of assets, tender offers, joint venture agreements, debt financings (or provide any information todebt financing equivalent transactions), any Person concerning a possible Acquisition equity financings, royalty arrangements or otherwise (an Alternative Proposal); or (iii) provide any non-public information to any third party in connection with an Alternative Proposal or enter into any agreements agreement, arrangement or other instruments (whether understanding requiring it to abandon, terminate or not binding) regarding an Acquisition Proposalfail to consummate the transactions contemplated herein with the Buyer. Sellers The Seller shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the Company) and all of their Representatives 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 reasonably be expected to lead to, an Acquisition Alternative Proposal. (b) In addition to the other obligations under this Section 6.03, Sellers shall promptly The Seller agrees (on behalf of itself and in any event within three (3its Affiliates) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal. (c) Each of the Sellers agrees that the rights and remedies for noncompliance with this Section 6.03 6.9 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Buyer and that monetary money damages would not provide an adequate remedy to the Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Seller shall and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate facilitate, or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the Company) and all of their its 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, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal, or offer from any Person (other than Buyer and other than MEA pursuant to any rights of MEA under Section 1 of the Agreement for Extension of 1996 Eklutna Hydroelectric Project Transition Plan, dated October 2, 1997, among Seller, Buyer and MEA as provided for in the Eklutna Power Purchase Agreement) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.03, Sellers Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which would reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers Xxxxxx agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyer.this

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period The Company shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal.. For purposes hereof, "Acquisition Proposal" means any inquiry, proposal or offer from any Person (other than EMCORE or any of its Affiliates) relating primarily to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Transferred Assets; (b) In addition to the other obligations under this Section 6.037.12, Sellers the Company shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Company or any of their its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposal.inquiry, and the identity of the Person making the same; and (c) Each of the Sellers The Company agrees that the rights and remedies for noncompliance with this Section 6.03 7.12 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None From the date hereof until the Closing or earlier termination of the Sellers during the Pre-Closing Period this Agreement, Company Holders shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Company Holders shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the CompanyDenali India) and all of their its 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 would reasonably be expected to lead to, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.035.12, Sellers from the date hereof until the Closing or earlier termination of this Agreement, the Company Holders shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Company Holders or any of their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any written request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers agrees The Company Holders agree that the rights and remedies for noncompliance with this Section 6.03 5.12 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of Neither Seller nor the Sellers during the Pre-Closing Period shall Shareholders shall, and none of them neither shall authorize nor or permit any of its their Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller and each Shareholder shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.035.03, Sellers Seller and each Shareholder shall promptly (and in any event within three two (32) Business Days after receipt thereof by any of the Sellers Seller, a Shareholder or any of their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers Seller and each Shareholder agrees that the rights and remedies for noncompliance with this Section 6.03 5.03, shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period shall and none of them Neither Quiksilver nor Seller shall, or shall authorize nor or permit any of its their Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Each of Quiksilver and Seller shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. . For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (b) In addition to the other obligations under this Section 6.03, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers than Buyer or any of their Representativesits Affiliates) advise Buyer orally and concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of a substantial portion of the Company’s properties or assets, other than sale of inventory in writing the ordinary course of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal. (c) business. Each of the Sellers agrees Quiksilver and Seller agree that the rights and remedies for noncompliance with this Section 6.03 4.17 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall could potentially cause irreparable injury to Buyer and that monetary money damages would may not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Parent and Seller shall not, and none of them shall not authorize nor or permit any of its their respective Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Parent and Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.03, Sellers Parent and Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers agrees Parent and Seller agree that the rights and remedies for noncompliance with this Section 6.03 6.14 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None Until the earlier of the Sellers during Closing and the Pre-Closing Period termination of this Agreement in accordance with its terms, Seller shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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 reasonably be expected to lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving the Company; (ii) the issuance or acquisition of membership interests in the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets. (b) In addition to the other obligations under this Section 6.03, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal. (c) Each of the Sellers Seller agrees that the rights and remedies for noncompliance with this Section 6.03 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Seller shall and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate facilitate, or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the Company) and all of their its 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, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal, or offer from any Person (other than Buyer and other than MEA pursuant to any rights of MEA under Section 1 of the Agreement for Extension of 1996 Eklutna Hydroelectric Project Transition Plan, dated October 2, 1997, among 58 Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. Seller, Buyer and MEA as provided for in the Eklutna Power Purchase Agreement) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.03, Sellers Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which would reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers Seller agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period shall not, and none of them shall not authorize nor or permit any of its their Affiliates (including the CompanyAcquired Companies) or any of its or their Representatives respective representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; , (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; , or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the CompanyAcquired Companies) and all of their Representatives 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, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.035.03, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their Representativesrepresentatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers agrees agree that the rights and remedies for noncompliance with this Section 6.03 5.03 shall include having such provision specifically enforced by any court having equity of competent jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of Neither Seller nor the Sellers during the Pre-Closing Period Majority Shareholder shall, and shall and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition ProposalProposal (defined below); (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. . For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (b) In addition to the other obligations under this Section 6.03than Buyer, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers FMC or any of their Representativesrespective Affiliates) advise Buyer orally and in writing concerning (A) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving Seller or the Company; (B) the sale of Capital Securities by the Company; (C) the issuance or acquisition of Capital Securities of the Company; or (D) the sale, lease, exchange or other disposition of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, of the material terms Company’s properties or assets other than in the ordinary course of business; provided that the Asset Purchase Agreement and conditions of such request transaction related thereto or arising thereunder shall not constitute an Acquisition Proposal. (c) Each of the Sellers agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Seller shall not, and none of them shall not authorize nor or permit any of its controlled Affiliates (including the Company) or authorize any of its or their Representatives on Seller’s behalf to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible an Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons (other than Buyer or any of its Affiliates) conducted heretofore with respect to, or that could would reasonably be expected to lead to, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.036.08, Sellers Seller shall promptly (and in any event within three five (35) Business Days after receipt thereof by any of the Sellers or any of their RepresentativesSeller) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request or any inquiry with respect to or which would reasonably be expected to result in an Acquisition Proposal. (c) Each of the Sellers Xxxxxx agrees that the rights and remedies for noncompliance with this Section 6.03 6.08 shall include Buyer having such provision specifically enforced the right to seek specific performance by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall may cause irreparable injury to Buyer and that monetary money damages would may not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of RM2 Negative Solicitation Covenants: (i) RM2 shall not, and the Sellers during the Pre-Closing Period shall not, and none of them shall authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. RM2 and the Sellers shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the Company) and all of their 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, an Acquisition Proposal. (bii) In addition to the other obligations under this Section 6.035.03, RM2 and the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer ARC orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (ciii) Each of RM2 and the Sellers agrees agree that the rights and remedies for noncompliance with this Section 6.03 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer ARC and that monetary money damages would not provide an adequate remedy to BuyerARC.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Affinity shall not, and none of them shall not authorize nor or permit any of its Affiliates Representatives (including collectively, the Company“Affinity Parties”) or any of its or their Representatives to, directly or indirectly, (i) knowingly encourage, solicit, initiate, facilitate knowingly facilitate, or continue respond to (other than solely to decline) inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Affinity shall immediately cease and or cause to be terminated, and shall cause each of their Affiliates (including the Company) and all of their Representatives other Affinity Parties to immediately cease and cause to be terminated, all existing activities, discussions or negotiations with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.03Proposal and shall notify each such party that it, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer orally and in writing Representative retained by it, no longer seeks or requires the making of any Acquisition Proposal, and withdraws any request for consent theretofore given to the making of an Acquisition Proposal and shall promptly instruct (to the extent it has contractual authority to do so and has not already done so prior to the date of this Agreement) or otherwise request, any Person that has executed a confidentiality or non-disclosure agreement within the 48-month period prior to the date of this Agreement in connection with any actual or potential Acquisition Proposal to return or destroy all such information with respect or documents or material incorporating confidential information in the possession of such Person or its Representatives. None of the Affinity Parties shall, directly or indirectly, and each of the Affinity Parties shall cause their Affiliates and their respective Representatives not to, solicit, initiate or conduct any discussions or negotiations with, or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort to attempt to, or enter into any agreement or understanding with, any Person or group of Persons regarding any Acquisition Proposal. For purposes hereof, the material terms and conditions of such request or “Acquisition Proposal. ” means any inquiry, proposal or offer from any Person (cother than Buyer or any of its Affiliates) Each relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Sellers agrees that Business or the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by Purchased Assets or any court having equity jurisdictionpublic announcement of a proposal, it being acknowledged and agreed that plan or intention to do the foregoing or any such breach or threatened breach shall cause irreparable injury agreement to Buyer and that monetary damages would not provide an adequate remedy to Buyerengage in the foregoing.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period shall not, and none of them shall not authorize nor or permit any of its their respective Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate facilitate, or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause each of their respective Affiliates (including the Company) and all of their 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, an Acquisition Proposal. . For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal, or offer from any Person (bother than Purchaser or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange, or other business combination transaction involving Marquis; (ii) the issuance or acquisition of shares of capital stock or other equity securities of Marquis; or (iii) the sale, lease, exchange, or other disposition of any significant portion of the properties or assets Marquis. In addition to the other obligations under this Section 6.036.07, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their its Representatives) advise Buyer Purchaser orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposal. (c) Each inquiry, and the identity of the Person making the same. Sellers agrees agree that the rights and remedies for noncompliance with this Section 6.03 6.07 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Purchaser and its Affiliates and that monetary money damages would not provide an adequate remedy to BuyerPurchaser or Live.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period No Seller shall, and shall and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.036.3, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers agrees agree that the rights and remedies for noncompliance with this Section 6.03 6.3 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None During the period from the date of this Agreement and continuing until the earlier of the Sellers during Closing and the Pre-Closing Period termination of this Agreement in accordance with its terms, the Company and the Stockholders’ Representative shall not, and none of them shall not authorize nor or permit any of its their respective Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers The Company or the Stockholders’ Representative, as applicable, shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of their its 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, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean 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 the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets (other than sales of products in the ordinary course of business or as permitted pursuant Section 5.01). (b) In addition to the other obligations under this Section 6.03, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal. (c) Each of the Sellers Company and the Stockholders’ Representative agrees that the rights and remedies for noncompliance with this Section 6.03 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Purchaser and that monetary money damages would not provide an adequate remedy to Buyer.Purchaser. 39

No Solicitation of Other Bids. (a) None of From the Sellers during date hereof through the Pre-Closing Period Date, each Seller shall not, and none of them shall not authorize nor or permit any of its respective Affiliates (including the Company) or any of its or their respective Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into or participate in inquiries, discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Each Seller shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the Company) and all of its and their respective Representatives to immediately cease and cause to be terminated, all existing activities, discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. . Each Seller will promptly request all Persons who have heretofore executed a confidentiality agreement in connection with such Persons’ consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Persons by or on behalf of such Seller or any Affiliate of any thereof, will enforce all obligations under such confidentiality agreements and will provide to the Buyer copies of certificates from such Persons certifying the return or destruction of such confidential information. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (bother than the Buyer or any of its Affiliates or Representatives) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of the Business Subsidiary (or its capital stock) or all or any portion of the Business or the Acquired Assets. In addition to the other obligations under this Section 6.034.7, Sellers each Seller shall promptly (and in any event within three (3) Business Days business days after receipt thereof by any of the Sellers such Seller or any of their respective Representatives) advise the Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposal. (c) Each inquiry, and the identity of the Sellers agrees that Person making the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyersame.

No Solicitation of Other Bids. (a) None Until the date that is the earlier of the Sellers during Closing Date or the Pre-Closing Period date that this Agreement is terminated in accordance with its terms, each of the Vendors shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, : (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal; or (iv) open a data room, or disclose information to any Person concerning a possible Acquisition Proposal. Sellers Each of the Vendors shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons Person conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" shall mean any inquiry, proposal or offer from any Person (other than Purchaser or any of its Affiliates) concerning: (i) a merger, amalgamation, arrangement, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares in the capital, or other equity securities, of the Company; or (iii) the sale, lease, exchange or other disposition of substantially all or any significant portion of the Company's properties or assets. (b) In addition to the other obligations under this Section 6.035.3 and unless this Agreement is terminated in accordance with its terms, Sellers each of the Vendors shall promptly (and in any event within three (3) Business Days after receipt thereof by any each of the Sellers Vendors or any of their its Representatives) advise Buyer the Purchasers orally and in writing of any any: (i) Acquisition Proposal, any request for information with respect to any Acquisition Proposal or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, ; (ii) the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry; and (iii) the identity of the Person making the same. (c) Each of the Sellers agrees Vendors agree that the rights and remedies for noncompliance non‐compliance with this Section 6.03 5.3 shall include having such provision specifically enforced by any court having equity of competent equitable jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer the Purchasers and that monetary damages would not provide an adequate remedy to Buyerfor the Purchasers.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Seller shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.03, Sellers Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers Seller agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Parent shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, at any time prior to the earlier to occur of (A) the delivery by Investor of an Investment Termination Notice and (B) the third anniversary of the First Closing (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Parent shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Investor or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the CoSense Business or the CoSense Assets. (b) In addition to the other obligations under this Section 6.036.08, Sellers Parent shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Parent or any of their its Representatives) advise Buyer Investor orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers Parent agrees that the rights and remedies for noncompliance with this Section 6.03 6.08 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Investor and that monetary money damages would not provide an adequate remedy to BuyerInvestor.

No Solicitation of Other Bids. (a) None of Sellers and the Sellers during the Pre-Closing Period Principals shall not, and none of them shall not authorize nor or permit any of its their Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers and the Principals shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.03, Sellers and the Principals shall promptly (and in any event within three (3) Business Days after (i) receipt thereof by any Sellers and the Principals or (ii) to the Knowledge of the Sellers or any and their Principals of such receipt by their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of Sellers and the Sellers agrees Principals agree that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Seller shall and none of them not, and, shall not authorize nor or permit any of its Affiliates (including the a Company) or any of its or their Representatives representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an a third-party Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible third-party Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an a third-party Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the a Company) and all of its and their Representatives 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, an a third-party Acquisition Proposal. (b) In Notwithstanding anything to the contrary in this Agreement, prior to obtaining Shareholder Approval, Seller and Seller’s Board of Directors may take any actions described in clause (ii) of Section 5.04(a) with respect to a third party if (x) Seller receives a written Acquisition Proposal with respect to Seller from such third party (and such Acquisition Proposal was not initiated, sought, solicited, knowingly encouraged or facilitated in violation of this Section 5.04) and (y) such proposal constitutes, or Seller’s Board of Directors determines in good faith that such proposal could reasonably be expected to lead to, a Superior Proposal. Nothing contained in this Section 5.04 shall prohibit Seller or Seller’s Board of Directors from taking and disclosing to the Shareholders a position with respect to an Acquisition Proposal pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, if Seller’s Board of Directors has reasonably determined in good faith that the failure to do so would be reasonably likely to be a breach of its fiduciary obligations to the Shareholders or would violate applicable Law; provided, that this sentence shall not permit Seller’s Board of Directors to make an Adverse Recommendation Change, except to the extent permitted by Section 5.04(c) or Section 5.04(d). (c) Notwithstanding the foregoing, at any time prior to obtaining Shareholder Approval, and subject to Seller’s compliance at all times with the provisions of this Section 5.04 (other than immaterial non-compliance), in response to a Superior Proposal that has not been withdrawn and did not result from a breach of Section 5.04(a) or Section 5.04(b), Seller’s Board of Directors may make an Adverse Recommendation Change; provided, however, that Seller may not make an Adverse Recommendation Change in response to a Superior Proposal with respect to Seller (x) until two (2) days after Seller provides written notice to Buyer advising Buyer that Seller’s Board of Directors has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, identifying the Person or group making such Superior Proposal and including copies of all documents pertaining to such Superior Proposal (it being understood and agreed that any change to the financial or other material terms of a proposal that was previously the subject of a notice hereunder shall require a new notice as provided herein) and (y) unless Seller’s Board of Directors determines in good faith that the failure to make an Adverse Recommendation Change could be a breach of its fiduciary obligations to the Shareholders. (d) Notwithstanding the foregoing, at any time prior to obtaining Shareholder Approval, following any Intervening Event, Seller’s Board of Directors may make an Adverse Recommendation Change after Seller’s Board of Directors (i) determines in good faith that the failure to make such an Adverse Recommendation Change in response to such Intervening Event could be a breach of its fiduciary obligations to the Shareholders; (ii) determines in good faith that the reasons for making such an Adverse Recommendation Change are independent of and unrelated to any pending Acquisition Proposal with respect to Seller; and (iii) provides written notice to Buyer (a "Notice of Change") advising Buyer that Seller’s Board of Directors is contemplating making an Adverse Recommendation Change and specifying the material facts and information constituting the basis for such contemplated determination; provided, however, that Seller’s Board of Directors may not make such an Adverse Recommendation Change until the second (2nd) day after receipt by Buyer of a Notice of Change. (e) The parties agree that in addition to the other obligations under of Seller set forth in paragraphs (a) through (d) of this Section 6.035.04, Sellers shall as promptly (as practicable after receipt thereof, and in any event within three forty-eight (348) Business Days after receipt thereof by any of the Sellers or any of their Representatives) hours, Seller, shall advise Buyer orally and in writing of any Acquisition Proposal, any request for information or any Acquisition Proposal received from any Person, or any inquiry, discussions or negotiations with respect to any Acquisition Proposal, and the material terms and conditions of such request or request, Acquisition Proposal. (c) Each , inquiry, discussions or negotiations, and Seller shall promptly provide to Buyer copies of any written materials received by Seller in connection with any of the Sellers foregoing and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions or negotiations are taking place. Seller agrees that the rights and remedies for noncompliance with this Section 6.03 it shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury simultaneously provide to Buyer and that monetary damages would any non-public information concerning itself or its Affiliates provided to any other Person or group in connection with any Acquisition Proposal which was not provide an adequate remedy previously provided to Buyer; provided, that Buyer shall, as a condition to its receipt of such non-public information, enter into any confidentiality, non-disclosure or non-use covenant as Seller shall reasonably request.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period The Contributors shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) Companies or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers The Contributors shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) Companies and all of its and their 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 toare reasonably expected to result in, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Beneficiary or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Companies; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Companies; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Companies’ properties or assets. (b) In addition to the other obligations under this Section 6.03, Sellers the Contributors shall promptly (and in any event within three five (35) Business Days after receipt thereof by any of the Sellers Contributors or any of their Representatives) advise Buyer orally and in writing Beneficiary of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers agrees The Contributors agree that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Beneficiary and that monetary money damages would not provide an adequate remedy to BuyerBeneficiary.

No Solicitation of Other Bids. (a) None Prior to the Closing or the earlier termination of this Agreement pursuant to Section 9.01 hereof, neither of the Sellers during shall, and neither of the Pre-Closing Period shall and none of them Sellers shall authorize nor or permit any of its their respective Affiliates (including the Company) or any of its its, or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Each Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. . For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by asset sale, stock purchase, share exchange, merger or otherwise, of all or any portion of the Business or the Purchased Assets or any other transaction that would be inconsistent with the transactions contemplated by this Agreement. (b) In addition to the other obligations under this Section 6.03, Sellers shall promptly (and in any event within three two (32) Business Days after receipt thereof by any of the Sellers either Seller or any of their its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any bona fide request for information with respect to any Acquisition Proposal, or any bona fide inquiry with respect to or which would reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposal. (c) Each inquiry, and the identity of the Sellers agrees that Person making the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyersame.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period shall not, and none of them shall not authorize nor or permit any of its their Affiliates (including the Company) or any of its or their Representatives representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their Representatives 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, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.034.3, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their Representativeshis or her representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposal.inquiry, and the identity of the Person making the same. #34018857 v13 (c) Each of the Sellers agrees agree that the rights and remedies for noncompliance with this Section 6.03 4.3 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. ‌ (a) None of the Sellers during the Pre-Closing Period Each Seller shall not, and none of them shall not authorize nor or permit any of its such Seller’s Affiliates (including the CompanyAppalachian Pharm) or any of its such Seller’s or their such Affiliates’ Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Each Seller shall immediately cease and cause to be terminated, and shall cause each of their such Seller’s Affiliates (including the CompanyAppalachian Pharm) and all of their such Seller’s and such Affiliates’ 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, an Acquisition Proposal. . For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (b) In addition to the other obligations under this Section 6.03, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers than Buyer or any of their Representativesits Affiliates) advise Buyer orally and concerning (i) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Appalachian Pharm; (ii) the issuance or acquisition of membership interests or other equity interests in writing Appalachian Pharm; or (iii) the sale, lease, exchange or‌ other disposition of any Acquisition Proposal, any request for information all or substantially all of Appalachian Pharm’s properties or assets other than sales of inventory in the ordinary course of business consistent with respect to any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposalpast practices. (c) Each of the Sellers agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None During the period from the date of this Agreement through the earlier of the Sellers during Closing or the Pre-Closing Period termination of this Agreement in accordance with its terms, (i) each Seller shall not, and none of them shall not authorize nor or permit any of its such Seller’s respective Affiliates (including including, prior to the CompanyClosing Date, the Acquired Companies) or any of its or their Representatives to, directly or indirectly, (ix) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; , (iiy) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; Proposal or (iiiz) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and (ii) shall cause each of their such Seller’s Affiliates (including the CompanyAcquired Companies) and all of its and their 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, to an Acquisition Proposal. (b) In addition to During the other obligations under period from the date of this Section 6.03Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, Sellers each Seller shall promptly (and in any event within three five (35) Business Days after receipt thereof by any of the Sellers such Seller or any of their such Seller’s Representatives) advise Buyer orally and Purchaser in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal. (c) Each , and the identity of the Sellers agrees that Person making the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyersame.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving the Company; (ii) the issuance or acquisition of Seller Shares in the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company's properties or assets. (b) In addition to the other obligations under this Section 6.035.03, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request request, or Acquisition Proposal, and the identity of the Person making the same. (c) Each of the Sellers agrees agree that the rights and remedies for noncompliance with this Section 6.03 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period shall not, and none of them shall not authorize nor or permit any of its their Affiliates (including the CompanyTimco) or any of its its, his or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the CompanyTimco) and all of their 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, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.036.3, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers a Seller or any of their his Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to, or which could reasonably be expected to result in, an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers agrees agree that the rights and remedies for noncompliance with this Section 6.03 6.3 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None From the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to Article 8, the Sellers during the Pre-Closing Period shall not, and none of them shall not authorize nor or permit any of Group Member or its respective Affiliates (including the Company) or any of its or their Representatives respective representatives to, directly or indirectly, : (i) approve, encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers shall immediately cease and cause to be terminated, terminated and shall cause each Group Member and its respective Affiliates and any of their Affiliates (including the Company) and all of their Representatives respective representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to an Acquisition Proposal. The Sellers will notify the Purchaser, as soon as practicable, if any Person makes any proposal, offer, inquiry to, or that could lead contact with, any Seller or a Group Member, as the case may be, with respect to an Acquisition Proposal and shall describe in reasonable detail the identity of any such Person and, the substance and material terms of any such contact and the material terms of any such proposal. The Sellers shall, and shall direct each Group Member and its and their respective representatives to, an request the return of any due diligence materials provided to any Persons (other than the Purchaser and its Affiliates and representatives) in connection with any potential Acquisition Proposal. (b) In addition to the other obligations under this Section 6.03, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal. (c) Each of the Sellers agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None From the date of this Agreement until the Sellers during Closing or the Pre-Closing Period shall termination of this Agreement pursuant to its terms, Seller agrees that it will not and none of them shall authorize nor will not permit any of its Affiliates (including the Company) Personnel or any of its or their Representatives to, directly or indirectly, (i) encourageinitiate, solicit, initiateencourage or otherwise facilitate (including by way of furnishing information including without limitation, facilitate any terms of this Agreement), any inquiries or continue inquiries regarding the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal; , (ii) enter into or maintain or continue discussions or negotiations with, or provide any information to, negotiate with any Person concerning a possible in furtherance of such inquiries or to obtain an Acquisition Proposal; , or (iii) enter into agree to, approve, recommend, or endorse any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal, or authorize or permit any of its Representatives to take any such action. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each promptly notify Buyer of their Affiliates (including the Company) any and all such inquiries and proposals received by Seller or its Representatives relating to any of their 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, an Acquisition Proposalsuch matters. (b) In addition to the other obligations under this Section 6.03Section, Sellers Seller shall promptly advise Buyer orally (and in any event within three (3) Business Days two hours after receipt thereof by any of the Sellers Seller or any of their its Representatives) advise Buyer orally and in writing of (and in any event within two days after receipt thereof by Seller or its Representatives)of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers Seller agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. ‌ (a) None of the Sellers during the Pre-Closing Period The Vendor shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the CompanyCompany and the Subsidiaries) or any of its or their Representatives to, directly or indirectly, : (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers The Vendor shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the CompanyCompany and the Subsidiaries) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons Person conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.037.20, Sellers the Vendor shall promptly (and and, in any event event, within three (3) one Business Days Day after receipt thereof by any of the Sellers Vendor or any of their its Affiliates or Representatives) advise Buyer the Purchaser orally and in writing of any any: (i) Acquisition Proposal, any request for information with respect to any Acquisition Proposal or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, ; (ii) the material terms and conditions of such Acquisition Proposal, request or Acquisition Proposalinquiry; and (iii) the identity of the Person making the same. (c) Each of the Sellers The Vendor agrees that the rights and remedies for noncompliance non-compliance with this Section 6.03 7.20 shall include having such provision specifically enforced by any court having equity of competent equitable jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury damage to Buyer the Purchaser and that monetary damages would not provide an adequate remedy to Buyerfor the Purchaser.

No Solicitation of Other Bids. (a) None of Neither the Company nor Sellers during the Pre-Closing Period shall, and neither shall and none of them shall not authorize nor or permit any of its their respective Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal, as that term is defined herein; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company and Sellers shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of their and their Affiliates’ 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, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Securities or the Business or a material portion of the Company’s assets (other than the sale of inventory in the Ordinary Course of Business). (b) In addition to the other obligations under this Section 6.035.2, the Company and Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the The Company and Sellers agrees agree that the rights and remedies for noncompliance with this Section 6.03 5.2 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period shall not, and none of them shall not authorize nor or permit any of its their Affiliates (including the CompanyTarget Companies) or any of its or their respective Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the CompanyTarget Companies) and all of 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, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal, or offer from any Person (other than Buyers or any of their Affiliates) relating to the direct or indirect disposition, whether by sale, merger, amalgamation or otherwise, of all or any portion of the Target Companies’ properties or assets. (b) In addition to the other obligations under this Section 6.035.03, Sellers shall, and shall cause each Target Company to, promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers such Seller or any of their its Representatives) advise Buyer Buyers orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal. (c) Each of the Sellers agrees agree that the rights and remedies for noncompliance with this Section 6.03 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Buyers and that monetary money damages would not provide an adequate remedy to BuyerBuyers.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period Seller shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the CompanyCompany Group) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the CompanyCompany Group) and all of its and their 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, an Acquisition Proposal. (b) In addition to the other obligations under this Section 6.035.03, Sellers Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers Xxxxxx agrees that the rights and remedies for noncompliance with this Section 6.03 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.. Securities Purchase Agreement 61 Project Acorn

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period The Company shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the CompanyShareholders) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminatedImmediately following the execution of this Agreement, the Company shall, and shall cause direct each of their respective Affiliates (including the Company) and all of their Representatives to immediately cease and cause to be terminatedrepresentatives to, all terminate any existing discussions or negotiations with any Persons conducted heretofore with respect toPersons, or that could lead toother than Parent (and its Affiliates and representatives), an concerning any Acquisition Proposal, terminate all physical and electronic data room access previously granted to any Persons other than Parent and its Affiliates and Representatives in any Acquisition Proposal and use its reasonable best efforts to cause any Persons other than Parent and its Affiliates and Representatives in possession of non-public information in respect of the Company or its Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries to return or destroy (and confirm destruction of) all such information. (b) In addition to the other obligations under this Section 6.036.3, Sellers the Company shall promptly (and in any event within three (3) Business Days after receipt thereof by the Company, any of the Sellers Shareholder or any of their respective Representatives) advise Buyer Parent orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposal. (c) Each inquiry, and the identity of the Sellers agrees Person making the same; provided, however, the foregoing is subject to any ongoing confidentiality obligations the Company, any Shareholder or their respective Representatives may be subject to. Without limiting the generality of the foregoing, it is understood that any breach of the rights and remedies for noncompliance with restrictions set forth in this Section 6.03 shall include having such provision specifically enforced 6.3 by any court having equity jurisdiction, it being acknowledged and agreed that director or officer of the Company or any such of its Subsidiaries or by any other Representative of the Company or its Subsidiaries acting at the Company’s or its Subsidiaries’ direction shall be deemed to constitute a breach or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyerof this Section 6.3 by the Company.

No Solicitation of Other Bids. (a) None During the period between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, Sellers during the Pre-Closing Period and Sellers’ Guarantor shall not, and none of them shall not authorize nor or permit any of its their Affiliates (including the Company) or any of its or their Representatives representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers and Sellers’ Guarantor shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their Representatives 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, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyers or any of their Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Business; (ii) the issuance or acquisition of shares of capital stock or other equity securities of KNAC LTD or KNAC INC; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Business. (b) In During the period between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, in addition to the other obligations under this Section 6.036.21, Sellers and Sellers’ Guarantor shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer Buyers orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposalinquiry, and the identity of the Person making the same. (c) Each of the Sellers Seller agrees that the rights and remedies for noncompliance with this Section 6.03 6.21 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Buyers and that monetary money damages would not provide an adequate remedy to BuyerBuyers.

No Solicitation of Other Bids. (a) None From the date hereof until the Closing or earlier termination of the this Agreement, Sellers during the Pre-Closing Period shall not, and none of them Sellers shall not authorize nor or permit any of its their Affiliates (including the Company) or any of its their or their Affiliates’ Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause each of their Affiliates (including the Company) and all of their and their Affiliates’ 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, an Acquisition Proposal. . For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (b) In addition to the other obligations under this Section 6.03, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers than Buyers or any of their RepresentativesAffiliates) advise Buyer orally relating to the direct or indirect disposition, whether by asset sale, stock purchase, share exchange, merger or otherwise, of all or any portion of the Business or the Purchased Assets or any other transaction that would be inconsistent with the transactions contemplated by this Agreement. Buyers acknowledge and in writing agree that it shall not be a violation of any Acquisition Proposal, any request this Section 6.03 for information Sellers to negotiate and transact with their joint venture partner regarding the completion of Sellers’ obligations with respect to any Acquisition Proposal, Sellers’ performance of existing commitments and exit from the material terms and conditions of such request or Acquisition Proposalmunicipal electricity aggregation business. (c) Each of the Sellers agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of the Sellers during the Pre-Closing Period The Seller shall not, and none of them shall not authorize nor or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Each Seller and the Company shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their 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, an Acquisition Proposal. (b) , other than as contemplated by Section 6.7 of this Agreement. In addition to the other obligations under this Section 6.036.3, Sellers the Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by any of the Sellers Seller or any of their its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request request, Acquisition Proposal or Acquisition Proposal. (c) Each inquiry, and the identity of the Sellers Person making the same. The Company agrees that the rights and remedies for noncompliance with this Section 6.03 6.3 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that monetary money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) None of Neither the Sellers during the Pre-Closing Period Company nor Seller shall, nor shall and none of them shall they authorize nor or permit any of its Affiliates (including the Company) CHUHC Subsidiaries or any of its or their Representatives or Community Health Systems, Inc. to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers The Company and Seller shall immediately cease and cause to be terminated, and shall cause each of their its Affiliates (including the Company) and all of its and their Representatives and Community Health Systems, Inc. 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, an Acquisition Proposal. For purposes of this Section, an "Acquisition Proposal" shall mean 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 the Company or the CHUHC Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or the CHUHC Subsidiaries; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company's or the CHUHC Subsidiaries properties or assets. (b) In addition to the other obligations under this Section 6.03, Sellers shall promptly (The Company and in any event within three (3) Business Days after receipt thereof by any of the Sellers or any of their Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal. (c) Each of the Sellers agrees Seller agree that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Purchaser and that monetary money damages would not provide an adequate remedy to BuyerPurchaser.