Common use of No Solicitation of Other Bids Clause in Contracts

No Solicitation of Other Bids. (a) The Company and its Representatives shall not, and shall cause the Company’s Subsidiaries not 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 its Subsidiaries shall immediately cease and cause to be terminated, and shall cause all of its and their Representatives to immediately cease and cause to be terminated, 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 Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (iii) the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all of the Company’s and its Subsidiaries’ assets; or (v) an exclusive license of any or all Company Intellectual Property.

No Solicitation of Other Bids. (a) The Company and its Representatives From the date hereof until the Closing or the termination of this Agreement pursuant to Article IX below, Seller Parent shall not, and shall cause the Company’s Subsidiaries not authorize or permit any of its Affiliates 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 its Subsidiaries Seller Parent 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, any 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 Parent or any of its Affiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidationwhether by sale, liquidationmerger or otherwise, recapitalization, share exchange or other business combination transaction involving the Company of all or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities portion of the Company Business or any the Purchased Assets, except for the sale of its Subsidiaries; (iii) the sale, lease, exchange or other disposition of Company Products other than Inventory in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all of the Company’s and its Subsidiaries’ assets; or (v) an exclusive license of any or all Company Intellectual Propertybusiness.

No Solicitation of Other Bids. (a) The Company and its Representatives Sellers shall not, and shall cause the Company’s Subsidiaries not authorize or permit any of their Affiliates or any of their respective Representatives to, directly or indirectly: , (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company and its Subsidiaries Sellers shall immediately cease and cause to be terminated, and shall cause their Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, any 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 means any inquiry, proposal or offer from any Person (other than Parent BWW or Affiliates of BWW, or Buyer or any of its Affiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (iii) the whether by sale, leasemerger or otherwise, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any portion of the Company’s Business or the Purchased Assets; provided, Sellers should not be limited by anything in this Section, or any other term in this Agreement, from fulfilling its obligations under the Franchise Agreements to BWW, including its obligations to afford BWW a right of first refusal to acquire the Purchased Assets and its Subsidiaries’ assets; or (v) an exclusive license of any or all Company Intellectual PropertyBusiness thereunder.

No Solicitation of Other Bids. (a) The Company RFG Family Entities and its Representatives the Sellers shall not, and shall cause not authorize or permit any of their Affiliates or any of their Representatives (including the Company’s Subsidiaries not Sellers’ Representative) 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 its Subsidiaries Sellers shall immediately cease and cause to be terminated, and shall cause the RFG Family Entities and their Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, any 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 Parent Purchaser or any of its Affiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidationwhether by asset or stock sale, liquidationmerger or otherwise, recapitalization, share exchange or other business combination transaction involving the Company of all or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities portion of the Company Business or Assets of any of its Subsidiaries; (iii) the saleRFG Family Entity, lease, exchange or other disposition of Company Products other than products sold in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all of the Company’s and its Subsidiaries’ assets; or (v) an exclusive license of any or all Company Intellectual Propertybusiness.

No Solicitation of Other Bids. (a) The Company and its Representatives Except as required by applicable Law, Seller shall not, and shall cause not authorize or permit any of its Affiliates (including the Company’s Subsidiaries not Company and any Subsidiary) or any of their respective Representatives to, directly or indirectly: , (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company and its Subsidiaries Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company and any Subsidiary) and all of its and their respective Representatives to immediately cease and cause to be terminated, any all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, to an Acquisition Proposal; provided, that the foregoing shall not prohibit Seller from strictly complying with the Franchise Agreements (including the framework agreements). For purposes hereof, An “Acquisition Proposal” shall mean means any inquiry, proposal or offer from any Person (other than Parent Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its SubsidiariesSubsidiary; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its SubsidiariesSubsidiary; or (iii) the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any significant portion of the Company’s and its Subsidiaries’ assets; properties or (v) an exclusive license assets of the Company or any or all Company Intellectual PropertySubsidiary.

No Solicitation of Other Bids. (a) The Company and its Representatives shall notUpon, and subject to, the deposit of the Purchase Price with the Escrow Agent,, neither the Selling Shareholder nor any of his Affiliates shall cause the Company’s Subsidiaries not authorize or permit any of 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 Selling Shareholder and its Subsidiaries his Affiliates shall immediately cease and cause to be terminated, and shall cause all of its and their Representatives representatives to immediately cease and cause to be terminated, any 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 Parent the Purchaser or any of its his Affiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (iii) the whether by sale, leasemerger or otherwise, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any portion of the Company’s and its Subsidiaries’ assets; or (v) an exclusive license of any or all Company Intellectual PropertySubject Shares.

No Solicitation of Other Bids. (a) The None of any Seller, the Company, or any subsidiary of the Company and its Representatives shall notshall, and none of them shall cause the Company’s Subsidiaries not authorize or permit any of their controlled Affiliates 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 Sellers, the Company, and its Subsidiaries the Company’s subsidiaries shall immediately cease and cause to be terminated, and shall cause all of its and their Representatives controlled Affiliates to immediately cease and cause to be terminated, any 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 means any inquiry, proposal or offer from any Person (other than Parent Buyer or any of its Affiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidationwhether by sale, liquidationmerger or otherwise, recapitalization, share exchange of all or other business combination transaction involving any material portion of the Business or the Company or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (iii) the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all of the Company’s and its Subsidiaries’ assets; or (v) an exclusive license of any or all Company Intellectual Propertysubsidiaries.

No Solicitation of Other Bids. (a) The Company and its Representatives Seller shall not, and shall cause the Company’s Subsidiaries not authorize or permit any of their managers, directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents 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 its Subsidiaries Seller shall immediately cease and cause to be terminated, and shall cause all of its their managers, directors, officers, employees, consultants, financial advisors, counsel, accountants and their Representatives other agents to immediately cease and cause to be terminated, any 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 Parent Buyer or any of its Affiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (iii) the whether by sale, leasemerger or otherwise, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any portion of the Company’s and its Subsidiaries’ assets; Business or (v) an exclusive license of any or all Company Intellectual Propertythe Assets.

No Solicitation of Other Bids. (a) The Company and its Representatives From the date hereof until the Closing or the earlier termination of this Agreement, Seller shall not, and shall cause not authorize or permit any of its Affiliates (including the Company’s Subsidiaries not ) 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 confidential information to, any Person concerning or that would be reasonably likely to result in a possible Acquisition Proposal; or (iiic) enter into any agreements or other instruments (whether or not binding) regarding or relating to an Acquisition Proposal. The Company and its Subsidiaries Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives representatives to immediately cease and cause to be terminated, any all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could would lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent Buyer or any of its Affiliates) concerning concerning, except as related to an upstream change of control of Texas Genco Holdings, Inc. or any upstream affiliate thereof including NRG Energy, Inc., (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction directly or indirectly involving the Company or any of its Subsidiariesthe Seller’s Interests in the Facility; (ii) the issuance or acquisition acquisition, either directly or indirectly, of shares of capital stock equity interests in the Company, including the Equity; or other equity securities of the Company or any of its Subsidiaries; (iii) the direct or indirect sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any significant portion of the Company’s and its Subsidiaries’ properties or assets; or (v) an exclusive license of any or all Company Intellectual Property.

No Solicitation of Other Bids. (a) The Company and Seller shall not authorize or permit any of its Representatives shall not, and shall cause the Company’s Subsidiaries not 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 Company and its Subsidiaries Seller shall immediately cease and cause to be terminated, and shall cause all of its and their Representatives to immediately cease and cause to be terminated, any 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 proposal, or offer from any Person (other than Parent or Buyer and other than MEA pursuant to any rights of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities MEA under Section 1 of the Company Agreement for Extension of 1996 Eklutna Hydroelectric Project Transition Plan, dated October 2, 1997, among Seller, Buyer and MEA as provided for in the Eklutna Power Purchase Agreement) relating to the direct or any of its Subsidiaries; (iii) the indirect disposition, whether by sale, leasemerger or otherwise, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any portion of the Company’s and its Subsidiaries’ assets; Business or (v) an exclusive license of any or all Company Intellectual Propertythe Purchased Assets.

No Solicitation of Other Bids. (a) The Company During the period from the date of this Agreement and its Representatives shall notcontinuing until the earlier of the termination of this Agreement or the Closing Date, neither S&W nor a Shareholder shall, and shall cause the Company’s Subsidiaries not authorize or permit any of its or their Affiliates 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 S&W and its Subsidiaries the Shareholders shall each immediately cease and cause to be terminated, and shall cause its or their Affiliates and all of its or their and their Representatives to immediately cease and cause to be terminated, any 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 Parent or any of its Affiliates, including the Merger Sub) concerning (i) a mergerrelating to the direct or indirect disposition, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (iii) the whether by sale, leasemerger or otherwise, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any portion of the Company’s and S&W, its Subsidiaries’ assets; business or (v) an exclusive license of any or all Company Intellectual Propertyoperations.

No Solicitation of Other Bids. (a) The Seller and the Company and its Representatives shall not, and shall cause the Company’s Subsidiaries not authorize or permit any of their respective Affiliates or any of their respective 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, any Person concerning a possible Acquisition Proposal; or (iiic) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Seller and the Company and its Subsidiaries shall immediately cease and cause to be terminated, and shall cause their respective Affiliates and all of its and their Representatives respective representatives to immediately cease and cause to be terminated, any all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. Seller and the Company will promptly notify Buyer in the event that Seller or the Company or any of their respective Affiliates or any of their respective representatives receive any request for information or proposal relating to a potential Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean means any inquiry, proposal or offer from any Person (other than Parent Buyer or any of its Affiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (iii) the whether by sale, leasemerger or otherwise, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any portion of the Units or, except as permitted by Section 6.3 the assets of the Company’s and its Subsidiaries’ assets; or (v) an exclusive license of any or all Company Intellectual Property.

No Solicitation of Other Bids. (a) The Company and its Representatives From the date hereof until the earlier of the Closing or the termination of this Agreement, Seller Parties shall not, and shall cause the Company’s Subsidiaries not authorize or permit any of their Affiliates 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 its Subsidiaries Seller Parties shall immediately cease and cause to be terminated, and shall cause all of their Affiliates and all of its and their Representatives representatives to immediately cease and cause to be terminated, any all currently 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 Parent Purchaser or any of its Affiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidationwhether by sale, liquidationmerger or otherwise, recapitalization, share exchange or other business combination transaction involving the Company of all or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities portion of the Company Business or any of its Subsidiaries; the Acquired Assets (iii) the sale, lease, exchange or other disposition of Company Products other than the sale of inventory in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all of the Company’s and its Subsidiaries’ assets; or (v) an exclusive license of any or all Company Intellectual Propertybusiness).

No Solicitation of Other Bids. (a) The Company and its Representatives From the date hereof until the Closing or earlier termination of this Agreement, Sellers shall not, and Sellers shall cause the Company’s Subsidiaries not authorize or permit any of their Affiliates or any of 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. The Company and its Subsidiaries Sellers shall immediately cease and cause to be terminated, and shall cause their Affiliates and all of its their and their Affiliates’ Representatives to immediately cease and cause to be terminated, any 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 Parent Buyers or any of its their Affiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidationwhether by asset sale, liquidation, recapitalizationstock purchase, share exchange exchange, merger or other business combination transaction involving the Company or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (iii) the saleotherwise, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any portion of the Company’s Business or the Purchased Assets or any other transaction that would be inconsistent with the transactions contemplated by this Agreement. Buyers acknowledge and its Subsidiariesagree that it shall not be a violation of this Section 6.03 for Sellers to negotiate and transact with their joint venture partner regarding the completion of Sellers’ assets; or (v) an exclusive license obligations with respect to Sellers’ performance of any or all Company Intellectual Propertyexisting commitments and exit from the municipal electricity aggregation business.

No Solicitation of Other Bids. Prior to the Closing, the Seller shall not authorize or permit any of its Affiliates (a) The Company and its Representatives shall not, and shall cause including the Company’s Subsidiaries not ) or any of its or their Representatives to, directly or indirectly: , (ia) knowingly or intentionally encourage, solicit, initiate, or knowingly facilitate the submission of inquiries or continue inquiries regarding the making of any proposal that may constitute, or would reasonably be expected to lead to, an Acquisition ProposalProposal (other than with Purchaser, its Affiliates and their respective Representatives); (iib) enter into or continue any discussions or negotiations with, or provide any information to, any Person concerning with respect to a possible Acquisition ProposalProposal (other than with Purchaser, its Affiliates and their respective Representatives); or (iiic) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition ProposalProposal (other than with Purchaser, its Affiliates and their respective Representatives). The Company and its Subsidiaries Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates and shall direct all of its and their Representatives to immediately cease and cause to be terminated, any 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 ProposalProposal (including terminating VDR account access to any Persons other than Purchaser, its Affiliates and Representatives). For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent or any Table of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (iii) the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all of the Company’s and its Subsidiaries’ assets; or (v) an exclusive license of any or all Company Intellectual Property.Contents

No Solicitation of Other Bids. (a) The Company Cliffstar Companies and its Representatives the Sellers’ Representative shall not, and shall cause not authorize or permit any of their Affiliates or any of its or their Representatives (including the Company’s Subsidiaries not Sellers’ Representative) 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 its Subsidiaries Sellers’ Representative shall immediately cease and cause to be terminated, and shall cause the Cliffstar Companies and their Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, any 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 Parent Purchaser or any of its Affiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidation, liquidation, recapitalization, share exchange whether by asset or other business combination transaction involving the Company or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (iii) the sale, leasemerger or otherwise, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any portion of the Company’s and its Subsidiaries’ assets; Business or (v) an exclusive license of any or all Company Intellectual Propertythe Assets.

No Solicitation of Other Bids. From the date hereof until the Closing or earlier termination of this Agreement: (a) The Company and its Representatives Seller shall not, and shall cause the Company’s Subsidiaries not authorize or permit any of its Affiliates or any of its or their Representatives 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 Company and its Subsidiaries 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, any all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could be reasonably expected to lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its SubsidiariesCompany; (ii) the issuance or acquisition of shares of capital stock the Shares; or other equity securities of the Company or any of its Subsidiaries; (iii) the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any significant portion of the Company’s and its Subsidiaries’ properties or assets; or (v) an exclusive license of any or all Company Intellectual Property.

No Solicitation of Other Bids. (a) The Company From the date of this Agreement until the earlier of (x) the Closing and its Representatives (y) the termination of this Agreement pursuant to Section 8.1, the Seller shall not, and shall cause the Company’s Subsidiaries not authorize or permit any of its Affiliates or any of its or their Representatives to, directly or indirectly: , (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments Contracts (whether or not binding) regarding an Acquisition Proposal. The Company and its Subsidiaries 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, any all existing solicitations, discussions or negotiations with any Persons conducted heretofore with respect to, or that could would lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean means any inquiry, proposal or offer (whether binding or non-binding) from any Person (other than Parent the Buyer or any of its Affiliates) concerning (i) a relating to the direct or indirect disposition, whether by sale, merger, consolidationbusiness combination, liquidationreorganization or otherwise, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (iii) the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all a material portion of the Company’s Business or the Transferred Assets. The Seller shall promptly inform its Representatives and its Subsidiaries’ assets; Affiliates of their obligations under this Section 5.3. If any Representatives or (v) an exclusive license Affiliates of the Seller takes any action that the Seller is obligated by this Section 5.3 to cause such Representative or all Company Intellectual PropertyAffiliate not to take, the Seller shall be deemed to have breached this Section 5.3.

No Solicitation of Other Bids. (a) The From the date hereof until the earlier of (x) the Closing and (y) the termination of this Agreement, Sellers, the Company and its Representatives each Subsidiary shall not, and shall cause the Company’s Subsidiaries not authorize or permit any of 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 Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers, the Company and its Subsidiaries each Subsidiary shall immediately cease and cause to be terminated, and shall cause all of its their respective Affiliates and their Representatives to immediately cease and cause to be terminated, any 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 Parent Buyer or any of its Affiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidationwhether by sale, liquidationmerger or otherwise, recapitalization, share exchange or other business combination transaction involving the Company of all or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities material portion of the Company Company’s or any of its Subsidiaries; Subsidiary’s equity, Business or assets (iii) the sale, lease, exchange or other disposition of Company Products other than the sale of assets in the ordinary course of business the Business consistent with past practices; (iv) a sale of all or substantially all of the Company’s and its Subsidiaries’ assets; or (v) an exclusive license of any or all Company Intellectual Propertypractice).

No Solicitation of Other Bids. (a) The Company Until the earlier of the Closing and its Representatives such time as this Agreement is terminated in accordance with Article X, except for the transactions with Parent contemplated by this Agreement, PCF shall not, and shall cause not authorize or permit any of its Affiliates (including the Company’s Subsidiaries not ) 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 its Subsidiaries PCF shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, any all existing discussions or negotiations with any Persons (other than Parent and its Affiliates and their respective Representatives) conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the Company or any of its SubsidiariesCompany; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company Company; or any of its Subsidiaries; (iii) the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any significant portion of the Company’s and its Subsidiaries’ properties or assets; or (v) an exclusive license of any or all Company Intellectual Property.

No Solicitation of Other Bids. (a) The Company and its Representatives Seller shall not, and shall cause the Company’s Subsidiaries not authorize or permit any of its affiliates 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 person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not bindingbinding or contingent) regarding an Acquisition Proposal. The Company and its Subsidiaries Seller shall immediately cease and cause to be terminated, and shall cause its affiliates and all of its and their Representatives representatives to immediately cease and cause to be terminated, any all existing discussions or negotiations with any Persons persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal, and shall not commence, or permit to be commenced, any discussions or negotiations with any persons 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 person (other than Parent Purchaser or any of its Affiliatesaffiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (iii) the whether by sale, leasemerger or otherwise, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any portion of the Company’s and its Subsidiaries’ assets; Business or (v) an exclusive license of any or all Company Intellectual Propertythe Transferred Assets.

No Solicitation of Other Bids. (a) The Company From the Effective Date until the earlier of the Closing and its Representatives the termination of this Agreement in accordance with Article X, Parent shall not, and shall cause not authorize or permit any of its Subsidiaries (including Seller and, upon its formation, the Company’s Subsidiaries not ) or any of its or their Representatives to, directly or indirectly: (i) , knowingly encourage, solicit, initiate, knowingly facilitate or continue inquiries regarding an regarding, or enter into, any Acquisition Proposal; (ii) enter into discussions or negotiations withprovided, 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 that Parent and its Subsidiaries Representatives may respond to any unsolicited inquiry or proposal solely for the purpose of communicating Parent’s obligation pursuant to this Section 7.03. Following the execution and delivery of this Agreement, Parent shall immediately promptly cease and cause to be terminated, and shall cause its Subsidiaries and all of its and their Representatives to immediately promptly cease and cause to be terminated, any all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could would lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean means any inquiry, proposal or offer from any Person (other than Parent WHP) relating to the direct or any indirect disposition, whether by sale, merger or otherwise, of its Affiliates) concerning (i) a mergermore than 15% of the issued and outstanding Parent Common Stock, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries; (ii) the issuance all or acquisition of shares of capital stock or other equity securities any portion of the Company or any of its Subsidiaries; Contributed Assets (iii) the sale, lease, exchange or other disposition of Company Products other than assets sold, transferred or otherwise disposed of in the ordinary course of business consistent with past practices; (iv) a sale which would not otherwise be prohibited to be sold, transferred or otherwise disposed of all or substantially all under the terms of the Company’s License Agreement if the License Agreement were in effect as of the Effective Date) or (iii) more than 15% of the assets of Parent and its Subsidiaries’ assets; or (v) an exclusive license of any or all Company Intellectual Property, taken as a whole.

No Solicitation of Other Bids. (a) The Company and its None of the Seller or Principal Stockholders shall, nor shall any such Person authorize or permit any of their respective Affiliates or any of their Representatives shall notto, and Principal Stockholders shall cause the Company’s Subsidiaries other Stockholders not 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 Seller and its Subsidiaries Principal Stockholders shall immediately cease and cause to be terminated, and shall cause their Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, any 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 Parent Buyers or any of its their Affiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (iii) the whether by sale, leasemerger or otherwise, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any portion of the Company’s and its Subsidiaries’ assets; Business, the Purchased Assets or (v) an exclusive license of any or all Company Intellectual PropertySeller.

No Solicitation of Other Bids. (a) The Company and its Representatives From the date hereof until the earlier of the termination of this Agreement or the Closing, Sellers shall not, and shall cause not authorize or permit any of their Affiliates (including the Company’s Subsidiaries not Company and the Subsidiaries) or any of 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 Company and its Subsidiaries Sellers shall immediately cease and cause to be terminated, and shall cause their Affiliates (including the Company and the Subsidiaries) and all of its and their Representatives to immediately cease and cause to be terminated, any 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 Parent Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange exchange, or other business combination transaction involving the Company or any of its the Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its the Subsidiaries; or (iii) the sale, lease, exchange exchange, or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any significant portion of the Company’s and its or any of the Subsidiaries’ properties or assets; or (v) an exclusive license of any or all Company Intellectual Property.

No Solicitation of Other Bids. (a) The Company and its Representatives From the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to Article 8, the Sellers shall not, and shall cause the Company’s Subsidiaries not authorize or permit any Group Member or its respective Affiliates or any of their respective representatives to, directly or indirectly: (i) approve, encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company and its Subsidiaries Sellers shall immediately cease and cause to be terminated, terminated and shall cause all each Group Member and its respective Affiliates and any of its and their Representatives respective representatives to immediately cease and cause to be terminated, any all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, to an Acquisition Proposal. For purposes hereofThe Sellers will notify the Purchaser, “Acquisition Proposal” shall mean any inquiryas soon as practicable, proposal or offer from if any Person makes any proposal, offer, inquiry to, or contact with, any Seller or a Group Member, as the case may be, with respect to an Acquisition Proposal and shall describe in reasonable detail the identity of any such Person and, the substance and material terms of any such contact and the material terms of any such proposal. The Sellers shall, and shall direct each Group Member and its and their respective representatives to, request the return of any due diligence materials provided to any Persons (other than Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (iii) the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all of the Company’s Purchaser and its Subsidiaries’ assets; or (vAffiliates and representatives) an exclusive license of in connection with any or all Company Intellectual Propertypotential Acquisition Proposal.

No Solicitation of Other Bids. (a) The Company Between the date hereof and its Representatives the Closing date or the earlier termination of this Agreement, Seller shall not, and shall cause the Company’s Subsidiaries not authorize or permit any of its Affiliates or any of its or their representatives to, directly or indirectly: , (i) encourage, solicit, initiate, facilitate or continue inquiries inquiries, discussions or communication of any nature 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 or (iv) vote in favor of, assist, facilitate or cooperate in any way regarding any Acquisition Proposal. The Company and its Subsidiaries Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives representatives to immediately cease and cause to be terminated, any 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 Parent Buyer or any of its Affiliates) concerning relating to (iI) a merger, consolidation, liquidation, recapitalization, share exchange the direct or indirect acquisition or purchase of any equity interests of Seller or merger or other similar business combination transaction involving the Company of Seller; or (II) any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (iii) the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all a material part of the Company’s and its Subsidiaries’ assetsoperating assets of the Business; or (vIII) an exclusive license of any Transferred Assets or all Company Intellectual Propertythe Business.