Common use of No Solicitation of Other Bids Clause in Contracts

No Solicitation of Other Bids. (a) Each of Seller and SED shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company Group) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company Group) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. 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 any member of the Company Group; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company Group; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member of the Company Group’s properties or assets.

No Solicitation of Other Bids. (a) Each of Seller and SED Party agrees it shall not, and shall not authorize or permit any of its respective Affiliates (including any member of the Company GroupCompany) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED Party shall immediately cease and cause to be terminated, and shall cause its their respective Affiliates (including each member of the Company GroupCompany) 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 (ix) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any member of the Company GroupCompany; (iiy) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company GroupCompany; or (iiiz) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupCompany’s properties or assets.

No Solicitation of Other Bids. (a) Each of Seller and SED The Sellers shall not, and shall not authorize or permit any of its their respective Affiliates (including any member of the Company GroupCompanies) or any of its their (or their Affiliates’) Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED The Sellers shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company GroupCompanies) 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 (ix) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any member of the Company GroupCompanies; (iiy) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company GroupCompanies; or (iiiz) the sale, lease, exchange or other disposition of any significant portion of any member of the Company Group’s Companies’ properties or assets.

No Solicitation of Other Bids. (a) Each of Seller the Sellers and SED shall the Company agrees that it will not, and shall will not authorize or permit any of its Affiliates (including any member of the Company Group) or any of its or their Representatives to, directly or indirectly, (ia) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (iib) enter into discussions or negotiations with, or provide any information to, with any Person concerning a possible Acquisition Proposal; or (iiic) enter into any agreements or other instruments (whether or not binding) regarding to effect an Acquisition Proposal. Each of Seller the Sellers and SED shall the Company will immediately cease and cause to be terminated, and shall will cause its Affiliates (including each member of the Company Group) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal, and request the return or destruction of any due diligence materials provided to any Persons (other than Buyer and its Affiliates and Representatives) in connection with any potential Acquisition Proposal (subject to the terms of any applicable confidentiality agreements with such Persons). For purposes hereof, “Acquisition Proposal” shall will 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 membership interest exchange or other business combination transaction involving any member of the Company GroupAcquired Companies; (ii) the issuance or acquisition of shares of capital stock membership interests or other equity securities of any member of in the Company GroupAcquired Companies; or (iii) the sale, lease, exchange or other disposition of any significant material portion of any member of the Company Group’s properties or assetsAssets.

No Solicitation of Other Bids. (a) Each From and after the date hereof until the earlier of Seller and SED the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company Group) 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. Each of Seller and SED The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company Group) to, and use reasonable best efforts to cause 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 Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any member of the Company GroupCompany; (ii) the issuance issuance, acquisition or acquisition sale of shares of capital stock or other equity securities of any member of the Company GroupCompany; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member of the Company Group’s Company's properties or assets, other than the transactions contemplated by this Agreement.

No Solicitation of Other Bids. (a) Each From the date hereof until the earlier to occur of Seller the Closing or the valid termination of this Agreement in accordance with the terms hereof, the Company and SED Sellers shall not, and shall not authorize or permit any of its their Affiliates (including any member of the Company Group) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller The Company and SED Sellers shall immediately cease and cause to be terminated, and shall cause its their Affiliates (including each member of the Company Group) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. 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 recapitalization or other business combination transaction involving any member of the Company Groupand/or its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of interests in the Company Groupand/or its Subsidiaries; or (iii) the sale, lease, exchange or other disposition of any Company Intellectual Property or any significant portion of any member of the Company GroupCompany’s properties or assets.

No Solicitation of Other Bids. (a) Each of Seller and SED The Company shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company Group) Affiliates, Stockholders, Optionholders or Convertible Note Holders or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company Group) Affiliates, Stockholders, Optionholders and Convertible Note Holders 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 any member of the Company GroupCompany; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company GroupCompany; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupCompany’s properties or assets.

No Solicitation of Other Bids. (a) Each From and after the date hereof until the earlier of Seller and SED the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company Group) 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. Each of Seller and SED The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company Group) to, and use reasonable best efforts to cause 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 Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any member of the Company GroupCompany; (ii) the issuance issuance, acquisition or acquisition sale of shares of capital stock or other equity securities of any member of the Company GroupCompany; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupCompany’s properties or assets, other than the transactions contemplated by this Agreement.

No Solicitation of Other Bids. (a) Each During the period from the date of Seller this Agreement and SED continuing until the earlier of the Closing and the termination of this Agreement in accordance with its terms, the Company and the Stockholders’ Representative shall not, and shall not authorize or permit any of its their respective Affiliates (including any member of the Company Group) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED The Company or the Stockholders’ Representative, as applicable, shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company Group) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. 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 any member of the Company GroupCompany; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company GroupCompany; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupCompany’s properties or assetsassets (other than sales of products in the ordinary course of business or as permitted pursuant Section 5.01).

No Solicitation of Other Bids. From the date hereof until the Closing, Seller agrees as follows: (a) Each of Seller and SED shall not, and shall not authorize or permit the Company or any of its Affiliates (including any member of the Company Group) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED shall immediately cease and cause to be terminated, and shall cause the Company or any of its Affiliates (including each member of the Company Group) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. 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 any member of the Company GroupCompany; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company GroupCompany; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupCompany’s properties or assets.

No Solicitation of Other Bids. (a) Each From the date hereof for a period of Seller no less than sixty (60) days, the Company and SED each Member shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company Group) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller The Company and SED each Member shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company Group) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. 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 any member of the Company GroupCompany; (iiB) the issuance or acquisition of shares of capital stock Units or other equity securities of any member of the Company GroupCompany; or (iiiC) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupCompany’s properties or assets.

No Solicitation of Other Bids. (a) Each During the term of this Agreement, Seller and SED shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company GroupTarget 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. Each of Seller and SED shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company GroupTarget Companies) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any member of the Company GroupTarget Companies; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company GroupTarget Companies; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member the properties or assets of the Company Group’s properties or assetsTarget Companies.

No Solicitation of Other Bids. (a) Each From and after the date hereof and until the earlier of the Closing or the earlier termination of this Agreement, Seller and SED shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company Groupand Holdco) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company Groupand Holdco) 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 any member of the Company Groupor Holdco; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company Groupor Holdco; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupCompany’s or Holdco’s properties or assets.

No Solicitation of Other Bids. (a) Each Between the date of Seller this Agreement and SED the earlier of the Closing or the termination of this Agreement pursuant to Section 10.1, none of the Sellers or the Company shall, nor shall not, and shall not any of the Sellers or the Company authorize or permit any of its their respective Affiliates (including any member of the Company Group) 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. Each of Seller and SED the Company shall immediately cease and cause to be terminated, and shall cause its or his Affiliates (including each member of the Company Group) 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 proposal, or offer from any Person (other than the Buyer or any of its Affiliates) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange exchange, or other business combination transaction involving any member of the Company GroupCompany; (iiB) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company GroupCompany; or (iiiC) the sale, lease, exchange exchange, or other disposition of any significant portion of any member substantially all of the Company GroupCompany’s properties or assets.

No Solicitation of Other Bids. (a) Each From the date hereof until termination of this Agreement, Seller and SED shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company Group) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company Group) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. 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 any member of the Company Group; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company Group; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member the Company's properties or assets or those of the Company Group’s properties or assetsSubsidiaries.

No Solicitation of Other Bids. (a) Each Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates 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. From the date hereof through the first to occur of the Closing or the termination of this Agreement in accordance with Article IX, Seller and SED shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company Group) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company Group) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean means 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 any member of the Company GroupCompany; (iiy) the issuance or acquisition of shares of capital stock stock, limited liability company/membership interests or other equity securities of any member of the Company GroupCompany; or (iiiz) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupCompany’s properties or assetsassets or the Fronted Homeowners Business.

No Solicitation of Other Bids. (ai) Each of Seller GAA and SED Sellers shall not, and shall not authorize or permit any of its their respective Affiliates (including any member of the Company GroupCompany) or any of its or their respective Representatives to, directly or indirectly, (iA) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition ProposalProposal (as defined in this Section 5.01(h)); (iiB) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iiiC) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller GAA and SED Sellers shall immediately cease and cause to be terminated, and shall cause its their respective Affiliates (including each member of the Company GroupCompany) 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 (ia) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any member of the Company GroupCompany; (iib) the issuance or acquisition of shares of capital stock membership interests or other equity securities of any member of the Company GroupCompany; or (iiic) the sale, lease, exchange or other disposition of any significant portion of any member of the Company Group’s Company's properties or assets.

No Solicitation of Other Bids. (a) Each of Seller and SED Sellers shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company GroupCompany, each Subsidiary, and each Affiliated Practice) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED Sellers shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company, each member of the Company GroupSubsidiary, and each Affiliated Practice) 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, any member of the Company GroupSubsidiary, or any Affiliated Practice; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company, any member of the Company GroupSubsidiary, or any Affiliated Practice; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company, any member of the Company Group’s Subsidiary, or any Affiliated Practice ‘s properties or assets.

No Solicitation of Other Bids. (a) Each Beginning on the date hereof, and for a period of six (6) months thereafter (the “Non-Solicitation Period”), Seller and SED shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company GroupCompany) or any of its or their Representatives representatives to, directly or indirectly, : (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition ProposalProposal (defined herein below); (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of During the Non-Solicitation Period, Seller and SED shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company GroupCompany) 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 lease to, an Acquisition Proposal. For purposes hereof, the term “Acquisition Proposal” shall mean means any inquiry, proposal or offer from any Person (other than Buyer Purchaser or any of its Affiliates) received during the Non-Solicitation Period concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any member of the Company GroupCompany; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company GroupCompany; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupCompany’s properties or assets.

No Solicitation of Other Bids. (a) Each of Neither the Company nor Seller and SED shall notshall, and neither shall not authorize or permit any of its Affiliates (including any member of the Company GroupACFP 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. Each of The Company and Seller and SED shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company Groupany ACFP 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, share exchange or other business combination transaction involving any member of the Company GroupACFP Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company GroupACFP Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupACFP Company’s properties or assets.

No Solicitation of Other Bids. (a) Each of Seller and SED shall not, and shall not authorize or permit any of its Affiliates (including any member of myAlphie (or upon Conversion, the Company GroupCompany)) or any of its or their Representatives (including Xxxx Xxxxxxx) to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED shall immediately cease and cause to be terminated, terminated and shall cause its Affiliates (including each member of myAlphie (and upon Conversion, the Company GroupCompany)) 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 any member of the Company GroupmyAlphie, or upon Conversion, the Company; (ii) the issuance or acquisition of shares of capital any stock in myAlphie or other equity securities of any member of membership interests in the Company GroupCompany; or (iii) the sale, lease, exchange exchange, or other disposition of any significant portion of any member of myAlphie’s (or upon Conversion, the Company Group’s Company’s) properties or assets.

No Solicitation of Other Bids. (a) Each From and after the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with Article IX, Seller and SED shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company GroupCompanies) or any of its or their Designated Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company GroupCompanies) and all of its and their Designated 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 any member of the Company GroupCompanies; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company GroupCompanies; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member of the Company Group’s Companies’ properties or assets.

No Solicitation of Other Bids. (a) Each of Seller and SED The Stockholders shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company GroupSeller 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. Each Upon execution of Seller and SED this Agreement, the Stockholders shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company GroupSeller and the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than the Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any member of the Company GroupCompany; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company GroupCompany; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupCompany’s properties or assets.

No Solicitation of Other Bids. (a) Each of Seller and SED Sellers shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company Groupor any Subsidiary) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition ProposalProposal to acquire the Company or any Subsidiary; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED Sellers shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company Groupand the Subsidiaries) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could would reasonably be expected to lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share or interest exchange or other business combination transaction involving any member of the Company Groupor any Subsidiary; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company Groupor any Subsidiary; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s or any member of the Company GroupSubsidiary’s properties or assets.

No Solicitation of Other Bids. (a) Form the date of this Agreement until the earlier of (a) the termination of this Agreement pursuant to Article 11 or (b) the Closing Date, each Group Company and Each of Seller and SED Member shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company Group) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller Group Company and SED Each Member shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company Group) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. 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 any member of the Company GroupGroup Company; (iiB) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company GroupGroup Company; or (iiiC) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupGroup Company’s properties or assets.

No Solicitation of Other Bids. (a) Each of Seller Seller, HoldCo and SED the Companies shall not, and shall not authorize or permit any of its their Affiliates (including any member of the Company GroupGroup Members) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller Seller, HoldCo and SED the Companies shall immediately cease and cause to be terminated, and shall cause its their Affiliates (including each member of the Company GroupGroup Members) and all of its and or their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any member of the Company GroupGroup Member; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company GroupGroup Member; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupGroup Member’s properties or assetsassets (it being understood that such restriction is not intended to apply to sales of finished goods in the Ordinary Course).

No Solicitation of Other Bids. (a) Each From the date hereof until the Closing or the termination of Seller and SED this Agreement, Sellers shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company GroupCompany) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED Sellers shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company GroupCompany) 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 recapitalization or other business combination transaction involving any member of the Company GroupCompany; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of membership interests in the Company GroupCompany; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupCompany’s properties or assets.

No Solicitation of Other Bids. (a) Each From the date of Seller this Agreement until the earlier of (x) termination of this Agreement pursuant to Article 11 and SED (b) the Closing Date, each Group Company and each Shareholder shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company Group) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller Group Company and SED each Shareholder shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company Group) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. 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 any member of the Company GroupGroup Company; (iiB) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company GroupGroup Company; or (iiiC) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupGroup Company’s properties or assets.

No Solicitation of Other Bids. (a) Each During the period from the date of Seller this Agreement to the earlier of the Closing Date and SED the termination of this Agreement in accordance with Article 10, the Company shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company Group) or any of its or their Representatives to, directly or indirectly, (i) encourage, entertain, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company Group) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its AffiliatesParent) concerning (iA) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any member of the Company GroupCompany; (iiB) the issuance or acquisition of shares of capital stock or other equity securities of any member Equity Interests of the Company GroupCompany; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member the Company’s properties or assets other than sales of inventory of the Company Group’s properties or assetsin the Ordinary Course of Business.

No Solicitation of Other Bids. (a) Each of Seller and SED Company Member shall not, and shall not authorize or permit any of its Affiliates (including any member of the Company GroupCompany) 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, regardless of from which Person a possible Acquisition Proposal originates; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED Company Member shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company GroupCompany) 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 any member of the Company GroupCompany; (ii) the issuance or acquisition of shares of capital stock membership or other equity securities of any member interests of the Company GroupCompany; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupCompany’s properties or assetsassets not in the ordinary course of its business.

No Solicitation of Other Bids. (a) Each Until the earlier of the Closing or the termination of this Agreement pursuant to Section 7.1, Seller and SED shall not, and shall cause the Company not to, and shall not authorize or permit any of its their respective Affiliates or Representatives to, (including a) negotiate or enter into any member transaction involving an Acquisition Proposal, (b) facilitate, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Proposal, or (c) furnish or cause to be furnished, to any other Person, any information concerning the business, operations, properties or assets of the Company Group) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding in connection with an Acquisition Proposal. Each of Seller shall, and SED shall cause the Company to, immediately cease and cause to be terminated, and shall cause its each of their respective Affiliates (including each member of the Company Group) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. 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 any member of the Company GroupCompany; (iiB) the issuance or acquisition of shares of capital stock or other equity securities of any member interests of the Company GroupCompany; or (iiiC) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupCompany’s properties or assets.

No Solicitation of Other Bids. (a) Each of Seller and SED shall not, and shall not authorize or permit any of its Affiliates (including the Company), or any member Representatives of any of the Company Group) or any of its or their Representatives foregoing, to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; , as defined below, (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a the possible Acquisition Proposal; Proposal or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Purchaser or its Affiliates) concerning (A) merger, consolidation, recapitalization, share exchange or other business combination transaction involving the Company; (B) the issuance or acquisition of shares of capital stock or other equity securities of the Company; (C) any stock purchase, that if consummated, would result in any Person (other than Buyer and its Affiliates) owning any shares of capital stock or other equity securities of the Company; or (D) the sale, lease, exchange or other disposition of any significant portion of the Company Assets. Seller and SED shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company GroupCompany) and all the Representatives of its and their Representatives each of the foregoing 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 any member of the Company Group; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company Group; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member of the Company Group’s properties or assets.

No Solicitation of Other Bids. (a) Each of Seller The Majority Shareholder covenants and SED agrees that it (A) shall not, not and shall not authorize or permit any of its Representatives to, directly or indirectly; and (B) shall not authorize or permit any of its Affiliates (including any member of the Company Group) or any of its or their Representatives (except as provided in Section 5.03(c) when such Affiliate is the Company) to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED The Majority Shareholder shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company Group) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. 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 any member of the Company GroupCompany; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company GroupCompany; or (iii) the sale, lease, exchange exchange, exclusive licensing or other disposition of any significant portion of any member of the Company GroupCompany’s properties or assets.

No Solicitation of Other Bids. (a) Each of Seller and SED the Shareholder shall not, and shall not authorize or permit any of its their respective Affiliates (including any member of the Company GroupCompany) 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 ProposalProposal (other than the Seller’s professional advisors and counsel); or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED the Shareholder shall immediately cease and cause to be terminated, and shall cause its their respective Affiliates (including each member of the Company GroupCompany) 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 concerning: (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any member of Seller or the Company GroupCompany; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of Seller or the Company GroupCompany; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member of Seller’s or the Company GroupCompany’s properties or assets.

No Solicitation of Other Bids. (a) Each No member of the Company Group shall, and Seller and SED shall not, and shall not authorize or permit any of its their Affiliates (including any the Advisor, the Company and each member of the Company Group) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of Seller and SED shall immediately cease and cause to be terminated, and shall cause its Affiliates (including each member of the Company GroupAdvisor and the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any member of the Company GroupCompany; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any member of the Company GroupCompany; or (iii) the sale, lease, exchange or other disposition of any significant portion of any member of the Company GroupCompany’s properties or assets; or (iv) the purchase or sale of any Shares.