Common use of No Solicitation of Other Bids Clause in Contracts

No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize 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. The Seller shall immediately cease and cause to be terminated and shall cause their Affiliates (including the Company and any Subsidiary) 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 membership interests in the Company; or (iii) the sale, lease, exchange, or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize 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. The Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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 the Company; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller shall notNo Company shall, and no Company shall not authorize or permit any of its Affiliates (including the Company) or any of its or their respective Members and 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 Seller Each Company shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any Subsidiary) and all of its and their respective Members and 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 Verano or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the any Company; (ii) the issuance or acquisition of membership interests in the shares of capital stock or other equity securities of any Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Company and the Shareholder shall not, and shall not authorize 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. The Seller Company and the Shareholder shall immediately cease and cause to be terminated terminated, and shall cause their Affiliates (including the Company and any Subsidiary) 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 4Front or any of its Affiliates) concerning (ix) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (iiy) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iiiz) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Transferors shall not, and shall not authorize 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 Seller Transferors shall immediately cease and cause to be terminated terminated, and shall cause their Affiliates (including the Company and any SubsidiaryCompanies) 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 ParentCo or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCompanies; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the CompanyCompanies; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s Companies’ properties or assets; or (iv) any other transaction which would prevent the Transaction.

No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize or permit any of its Affiliates (including the any Acquired 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. The Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryAcquired 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, recapitalization or other business combination transaction involving the any Acquired Company; (ii) the issuance or acquisition of membership interests Membership Interests in the any Acquired Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Acquired Company’s properties or assets, but shall not include debt financing that is disclosed in advance prior to incurrence to Buyer as contemplated in Section 1.3(d) of the Letter of Intent.

No Solicitation of Other Bids. (a) The Seller Sellers shall not, and shall not authorize or permit any of its Affiliates (including the CompanyBrio) 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 Seller Sellers shall immediately cease and cause to be terminated and shall cause their its Affiliates (including the Company and any SubsidiaryBrio) 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, recapitalization or other business combination transaction involving the CompanyBrio; (ii) the issuance or acquisition of membership interests in the CompanyBrio; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the CompanyBrio’s properties or assets.

No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize or permit any of its Affiliates (including the any Acquired 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. The Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryAcquired 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, recapitalization or other business combination transaction involving the any Acquired Company; (ii) the issuance or acquisition of membership interests Membership Interests in the any Acquired Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Acquired Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Company and the Stockholders shall not, and shall not authorize or permit any of its their respective Affiliates (including the Company) or any of its or their Representatives toRepresentatives, directly or indirectly, to (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. The Seller Company and the Stockholders shall immediately cease and cause to be terminated terminated, and shall cause their respective Affiliates (including the Company and any Subsidiary) 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 proposal, or offer from any Person (other than Buyer the Parent or any of its Affiliates) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange, or other business combination transaction involving the Company; (iiB) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iiiB) the sale, lease, exchange, or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Company shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives Agents to, directly or indirectly, (i) encourage, solicit, initiate, facilitate initiate 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 Seller Company shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any Subsidiary) and all of its and their Representatives Agents 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 Parent or any of its Affiliates) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (iiB) the issuance or acquisition of membership interests in the shares of capital stock or other equity securities of Company; or (iiiC) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Parties shall not, and shall not authorize or permit any of its their Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) knowingly 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 Seller Parties shall immediately cease and cause to be terminated terminated, and shall cause their Affiliates (including the Company and any Subsidiary) 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 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 Companya Company Party or Seller; (ii) the issuance or acquisition of membership interests in the Companyinterest or other equity securities of a Company Party or Seller; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Companya Company Party’s properties or assetsassets and for certainty shall not include the Cannabiotix Acquisition.

No Solicitation of Other Bids. (a) The Seller Sellers shall not, and shall not authorize 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. The Seller Sellers shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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 the Company; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Sellers shall not, and shall not authorize 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. The Seller Sellers shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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, 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, exchange or other disposition of any significant portion of any of the Company’s 's properties or assets.

No Solicitation of Other Bids. (a) The Seller Company and its Subsidiaries shall not, and shall not authorize or permit any of its their respective Affiliates (including the Company) 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. The Seller Company shall immediately cease and cause to be terminated terminated, and shall cause their respective Affiliates (including the Company and any Subsidiary) and all of its and 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. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Purchaser or any of its Affiliates) concerning (i1) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; Company or any of its Subsidiaries, (ii2) the issuance or acquisition of membership interests in shares of capital stock or other Equity Interests of the Company; Company or any of its Subsidiaries, or (iii3) the sale, lease, exchange, exchange or other disposition of any significant portion of any the properties or assets of the Company’s properties or assetsCompany and its Subsidiaries, take as a whole.

No Solicitation of Other Bids. (a) The Seller Parties shall not, and shall not authorize or permit any of its their Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) knowingly 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 Seller Parties shall immediately cease and cause to be terminated terminated, and shall cause their Affiliates (including the Company and any Subsidiary) 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 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 Companya Company Party or Seller; (ii) the issuance or acquisition of membership interests in the Companyinterest or other equity securities of a Company Party or Seller; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s a Company Party's properties or assetsassets and for certainty shall not include the Cannabiotix Acquisition.

No Solicitation of Other Bids. (a) The Seller Sellers shall not, and shall not authorize 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. The Seller Sellers shall immediately cease and cause to be terminated and shall cause their Affiliates (including the Company and any Subsidiary) 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 membership interests in the Company; or (iii) the sale, lease, exchange, or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller shall notNeither the Company nor Equity Sponsor shall, and shall not authorize or permit any of its their respective Affiliates (including the Company) 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. The Seller Company shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any Subsidiary) and all of its and their Representatives respective representatives to immediately cease and cause to be terminated, all existing discussions or negotiations negotiations, if any, 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 Purchaser or any of its Affiliates) concerning (i1) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; Company or any of its Subsidiaries, (ii2) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; Company or any of its Subsidiaries to a Person other than an existing Stockholder or any of its Affiliates, or (iii3) the sale, lease, exchange, exchange or other disposition of any significant portion of any the properties or assets of the Company’s properties or assetsCompany and its Subsidiaries.

No Solicitation of Other Bids. (a) The Seller Contributors shall not, and shall not authorize 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. The Seller Contributors shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any Subsidiary) 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 Buyer Beneficiary or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCompanies; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the CompanyCompanies; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s Companies’ properties or assets.

No Solicitation of Other Bids. (a) The Seller Sellers shall not, and shall not authorize 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. The Seller Sellers shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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 the Company; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s 's properties or assets.

No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize or permit any of its Affiliates (including the CompanyCompany Entities) 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 Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryEntities) 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 AffiliatesBuyer) concerning (iA) a merger, consolidation, liquidation, recapitalization, recapitalization or other business combination transaction involving the either Company; (iiB) the issuance or acquisition of membership interests the Membership Interests or other Equity Interests in the either Company; or (iiiC) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the either Company’s properties or assets; in each case other than transactions contemplated by this Agreement.

No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize 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. The Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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 the Company; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Sellers and the Company shall not, and shall not authorize 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. The Seller Sellers and the Company shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any Subsidiary) 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 the Company; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s 's properties or assets.

No Solicitation of Other Bids. (a) The Seller Company shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives toRepresentatives, directly or indirectly, to (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. The Seller Company shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any Subsidiary) 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 proposal, or offer from any Person (other than Buyer the Parent or any of its Affiliates) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange, or other business combination transaction involving the Company; (iiB) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iiiB) the sale, lease, exchange, or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Neither Seller shall, and neither Seller shall not, and shall not authorize 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. The Seller Sellers shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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, 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, exchange or other disposition of any significant portion of any of the Company’s properties or assetsassets (other than in respect of the Newco Business).

No Solicitation of Other Bids. (a) The From the date hereof until the Closing, the Company and Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives respective Affiliates or Related Parties 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. The Company and Seller shall immediately cease and cause to be terminated terminated, and shall cause each of their respective Affiliates (including the Company and any Subsidiary) and all of its and their Representatives Related Parties 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 means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (iiB) the issuance or acquisition of membership Units or other equity interests in of the Company; or (iiiC) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Selling Stockholder shall not, and shall not authorize 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. The Seller Selling Stockholder shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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 the Company; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Sellers shall not, and shall not authorize or permit any of its their Affiliates (including the CompanyCompanies) 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. The Seller Sellers shall immediately cease and cause to be terminated terminated, and shall cause their Affiliates (including the Company and any SubsidiaryCompanies) 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. 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 either Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of, or membership interests in the in, either Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the either Company’s properties or assets.

No Solicitation of Other Bids. (a) The Each Seller shall not, and shall not authorize 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. The Each Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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 the Company; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Sellers shall not, and shall not authorize or permit any of its Affiliates (including the CompanyCompany or any Subsidiary) 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 Seller Sellers shall immediately cease and cause to be terminated terminated, and shall cause their respective Affiliates (including the Company and any each Subsidiary) 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, recapitalization or other business combination transaction involving the CompanyCompany or any Subsidiary; (ii) the issuance or acquisition of membership interests or other equity interests in the CompanyCompany or any Subsidiary; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s or any Subsidiary’s properties or assets.

No Solicitation of Other Bids. (a) The a. Seller shall not, and shall not authorize 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. The Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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 the Company; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Sellers’ Representative shall not, and shall not authorize 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. The Seller Sellers’ Representative shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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 the Company; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller None of the Vendors shall not, and shall not authorize or permit any of its their Affiliates (including the CompanyCorporation) 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. The Seller Vendors shall immediately cease and cause to be terminated terminated, and shall cause their respective Affiliates (including the Company and any SubsidiaryCorporation) 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 Buyer the Purchaser or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCorporation; (ii) the issuance or acquisition of membership interests in shares or other equity securities of the CompanyCorporation; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the CompanyCorporation’s properties or assetsassets out of the ordinary course of its business.

No Solicitation of Other Bids. (a) The Seller Sellers shall not, and shall not authorize 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. The Seller Sellers shall immediately cease and cause to be terminated terminated, and shall cause their respective Affiliates (including the Company and any SubsidiaryCompany) 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 means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, recapitalization or other business combination transaction involving the Company; (ii) the issuance or acquisition of membership interests or other equity interests in the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize or permit any of its Affiliates (including the CompanyCompany or its 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. The Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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 Purchaser or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCompany or its Subsidiaries; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the CompanyCompany or its Subsidiaries; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any the properties or assets of the Company’s properties Company or assetsits Subsidiaries.

No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize or permit any of its Affiliates (including the CompanyCompany Entities) 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 Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryEntities) 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 AffiliatesBuyer) concerning (iA) a merger, consolidation, liquidation, recapitalization, recapitalization or other business combination transaction involving the either 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 any of the Company’s properties or assets.;

No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize or permit any of its Affiliates (including the CompanyCompany or Sub) 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 Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiarySub) 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. 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, recapitalization or other business combination transaction involving the CompanyCompany or Sub; (ii) the issuance or acquisition of membership interests in the CompanyCompany or Sub; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s or Sub’s properties or assets.

No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize 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. The Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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 Buyer Purchaser or any of its Affiliates) concerning (ix) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (iiy) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iiiz) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a1) The Seller Transferors and the Company shall not, and shall not authorize 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. The Seller Transferors and the Company shall immediately cease and cause to be terminated terminated, and shall cause their Affiliates (including the Company and any Subsidiary) 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. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Ignite CAN 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 membership interests in shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets; or (iv) any other transaction which would prevent the Arrangement.

No Solicitation of Other Bids. (a) The Seller Except as provided in Section 5.03(c), the Company shall not, and shall not authorize 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. The Seller Company shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any Subsidiary) 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 Parent or any of its Affiliates) concerning (ix) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (iiy) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the CompanyCompany (other than the AgeX Loan Conversion); or (iiiz) the sale, lease, exchange, exclusive licensing or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Company and each Member shall not, and shall not authorize 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. The Seller Company and each Member shall immediately cease and cause to be terminated and shall cause their its Affiliates (including the Company and any Subsidiary) 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 (iA) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (iiB) the issuance or acquisition of membership interests in Units or other equity securities of the Company; or (iiiC) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. ‌ (a) The Seller shall notNo Company shall, and no Company shall not authorize or permit any of its Affiliates (including the Company) or any of its or their respective Members and 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 Seller Each Company shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any Subsidiary) and all of its and their respective Members and 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 Verano or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the any Company; (ii) the issuance or acquisition of membership interests in the shares of capital stock or other equity securities of any Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller shall notNone of the Company, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives shall be authorized 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. The Seller Company shall immediately cease and cause to be terminated terminated, and shall cause their Affiliates (including the Company and any Subsidiary) 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 proposal, or offer from any Person (other than Buyer or any of its Affiliates) concerning (ix) a merger, consolidation, liquidation, recapitalization, share exchange, or other business combination transaction involving the Company; (iiy) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iiiz) the sale, lease, exchange, or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Each Group Company and each Transferor shall not, and shall not authorize 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. The Seller Each Group Company and each Transferor shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any Subsidiary) 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 Acquiror or any of its Affiliates) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the any Group Company; (iiB) the issuance or acquisition of membership interests in the shares of capital stock or other equity securities of any Group Company; or (iiiC) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Group Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller From and after the Effective Date, the Company shall not, and shall not authorize 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 Contracts or other instruments (whether or not binding) regarding an Acquisition Proposal. The Seller Company shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any Subsidiary) 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 Parent 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 membership interests in Equity Securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant material portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Company and each Seller shall not, and shall not authorize 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. The Company and each Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any Subsidiary) 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 Purchaser or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, recapitalization or other business combination transaction involving the Company; (ii) the issuance or acquisition of membership equity interests in the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assetsAssets.

No Solicitation of Other Bids. (a) The Seller Sellers shall not, and shall not authorize or permit any of its their Affiliates (including the Company) or any of its their 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 Seller Sellers shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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, 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, exchange or other disposition of any significant portion of any of the Company’s 's properties or assets.

No Solicitation of Other Bids. (a) The Seller Sellers shall not, and shall not authorize or permit any of its Affiliates (including the CompanyNew Rise SAF) 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 Seller Sellers shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryNew Rise SAF) 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, recapitalization or other business combination transaction involving the CompanyNew Rise SAF; (ii) the issuance or acquisition of membership interests Membership Interests in the CompanyNew Rise SAF; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the CompanyNew Rise SAF’s properties or assets.

No Solicitation of Other Bids. (a) The Prior to April 30, 2014, each Seller shall not, and shall not authorize 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. The Each Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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 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 membership interests in or other interests of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Parties shall not, and shall not authorize 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. The Seller Parties shall immediately cease and cause to be terminated terminated, and shall cause their Affiliates (including the Company and any Subsidiary) 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 (iA) a merger, consolidation, liquidation, recapitalization, recapitalization or other business combination transaction involving the Seller or the Company; (iiB) the issuance or acquisition of membership interests in the Seller or the Company; or (iiiC) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Seller’s or the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize 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. The Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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 the Company; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s business, properties or assets.

No Solicitation of Other Bids. (a) The Seller Corporation shall not, and Vendors and the Corporation shall not authorize 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. The Seller Corporation shall immediately cease and cause to be terminated terminated, and Vendors and the Corporation shall cause their Affiliates (including the Company and any SubsidiaryVendors) 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 Buyer Purchaser or any of its Affiliates) concerning concerning: (i) a merger, consolidationamalgamation, arrangement, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCorporation; (ii) the issuance or acquisition of membership interests shares in the Companycapital, or other equity securities, of the Corporation; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the CompanyCorporation’s properties or assets.

No Solicitation of Other Bids. (a) The From the date hereof until the Closing, the Company and Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their respective Affiliates or 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 an Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company and Seller shall immediately cease and cause to be terminated terminated, and shall cause each of their respective Affiliates (including the Company and any Subsidiary) 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 means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the any Group Company; (iiB) the issuance or acquisition of membership interests in the Shares or other Equity Interests of any Group Company; or (iiiC) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Group Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Parent shall not, and shall not authorize 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. The Seller Parent shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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 towould reasonably be expected to result in, 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 membership interests in shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Company shall not, and shall not authorize or permit any of its Subsidiaries or 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. The Seller Company shall immediately cease and cause to be terminated terminated, and shall cause their its Subsidiaries and Affiliates (including the Company and any Subsidiary) 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 Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCompany or any of its Subsidiaries; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the CompanyCompany or any of its Subsidiaries; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of the Company's or any of the Company’s its Subsidiaries’ properties or assets.

No Solicitation of Other Bids. (a) The Seller Company and each Transferor shall not, and shall not authorize 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. The Seller Company and each Transferor shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any Subsidiary) 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 Acquiror or any of its Affiliates) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (iiB) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iiiC) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Each Seller shall not, and shall not authorize 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. The Each Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) and all of its and their Representatives to immediately cease and cause to be terminated, all any 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 the Buyers or any of its their Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of membership interests in Capital Stock or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Each Equityholder shall not, not and shall cause the Company not to authorize 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. The Seller Company shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any Subsidiary) 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 the Company; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s ’ properties or assets.

No Solicitation of Other Bids. (a) The Seller Company and the Shareholders shall not, and shall not authorize or permit any of its their respective Affiliates (including the Company) or any of its or their Representatives toRepresentatives, directly or indirectly, to (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. The Seller Company and the Shareholders shall immediately cease and cause to be terminated terminated, and shall cause their respective Affiliates (including the Company and any Subsidiary) 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 proposal, or offer from any Person (other than Buyer the Parent or any of its Affiliates) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange, or other business combination transaction involving the Company; (iiB) the issuance or acquisition of membership interests in shares of the capital stock or other equity securities of the Company; or (iiiB) the sale, lease, exchange, or other disposition of any significant portion of any of the Company’s properties or assetsassets (other than sales of inventory in the ordinary course of business consistent with past practice).

No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize 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 about the Company to, any Person concerning a possible Acquisition Proposal; or or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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. 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 membership interests in shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Sellers shall not, and shall not authorize or permit any of its their Affiliates (including the CompanyGroup 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. The Seller Sellers shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryGroup Companies) 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. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer the Purchaser or any of its Affiliates) concerning (ix) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyGroup Companies; (iiy) the issuance or acquisition of limited liability company membership interests in or other equity securities of the CompanyGroup Companies; or (iiiz) the sale, lease, exchange, exchange or other disposition of any significant portion all or substantially all of any of the Group Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize or permit any of its 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 Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompanies) 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 the Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, recapitalization or other business combination transaction involving either of the CompanyCompanies; (ii) the issuance or acquisition of membership interests in either of the CompanyCompanies; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any either of the Company’s Companies’ properties or assets.

No Solicitation of Other Bids. (a) The Neither the Company nor any Seller shall notshall, and shall not authorize 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 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 Seller Sellers and the Company shall immediately cease and cause to be terminated terminated, and shall cause their respective Affiliates (including the Company and any Subsidiary) 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. 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 membership interests in shares of capital stock or other equity securities of the CompanyCompany (including the Shares); or (iii) the sale, lease, exchange, or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Founder and the Members shall not, and shall not authorize 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. The Seller Founder and the Members shall immediately cease and cause to be terminated terminated, and shall cause their Affiliates (including the Company and any SubsidiaryCompany) 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 Buyer Purchaser or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, 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, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Sellers shall not, and shall not authorize or permit any of its 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 Seller Sellers shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompanies) 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 the either Company; (ii) the issuance or acquisition of membership interests in the shares of capital stock or other equity securities of either Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the either Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Sellers shall not, and shall not authorize or permit any of its their Affiliates (including SBE Holdco and 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. The Seller Sellers shall immediately cease and cause to be terminated terminated, and shall cause their Affiliates (including SBE Holdco and the Company and any SubsidiaryCompany) 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 the Company; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize or permit any of its 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 Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompanies) 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 the either Company; (ii) the issuance or acquisition of membership interests in the units or other equity securities of either Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the either Company’s properties or assets.

No Solicitation of Other Bids. (a) The Neither the Company nor any Seller shall, nor shall not, and shall not they authorize or permit any of its Affiliates (including 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. The Seller Company and Sellers shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any Subsidiary) 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 hereofof this Section 6.14, “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 CompanyCompany or its Subsidiaries; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the CompanyCompany or its Subsidiaries; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s or its Subsidiaries properties or assets.

No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, entertain, 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 Seller shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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 Buyers or any of its their Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, equity exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of any membership interests in or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Sellers shall not, and shall not authorize 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. The Seller Sellers shall immediately cease and cause to be terminated terminated, and shall cause their Affiliates (including the Company and any SubsidiaryCompany) 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 mean, after the Execution Date, any inquiry, proposal or offer from any Person (other than Buyer the Purchaser or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, 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, exchange or other disposition of any significant portion of any of the Company’s 's properties or assets.

No Solicitation of Other Bids. (a) The Seller Sellers shall not, and shall not authorize 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. The Seller Sellers shall immediately cease and cause to be terminated terminated, and shall cause their Affiliates (including the Company and any SubsidiaryCompany) 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, 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, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Seller Each Equityholder shall not, and shall not authorize 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. The Seller Each Equityholder shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any SubsidiaryCompany) 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 Parent 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 membership interests in or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.

No Solicitation of Other Bids. (a) The Each Seller and the Company shall not, and shall not authorize 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. The Each Seller and the Company shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any Subsidiary) 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 the CompanyCompany or COBRASource; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the CompanyCompany or COBRASource; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s or COBRASource’s properties or assets.

No Solicitation of Other Bids. (a) The Each of Buyer, Seller and Company shall not, and shall not authorize 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. The Each of Buyer, Seller and Company shall immediately cease and cause to be terminated terminated, and shall cause their its Affiliates (including the Company and any Subsidiary) 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 the Companytransaction; (ii) the issuance or acquisition of membership interests in the Companyshares of capital stock or other equity interest; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the CompanyParty’s properties or assets.

No Solicitation of Other Bids. (a) The Seller shall not, and shall not authorize 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. The Seller shall immediately cease and cause to be terminated terminated, and shall cause their Affiliates (including the Company and any SubsidiaryCompany) 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 the Company; (ii) the issuance or acquisition of membership interests in shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange, exchange or other disposition of any significant portion of any of the Company’s properties or assets.