Common use of No Solicitation of Other Bids Clause in Contracts

No Solicitation of Other Bids. (a) Sellers shall not, and shall 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. Sellers shall immediately cease and cause to be terminated, and shall cause their Affiliates and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets; 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 Business thereunder.

No Solicitation of Other Bids. (a) Sellers From the date hereof until the Closing or the termination of this Agreement pursuant to Article IX below, Seller Parent shall not, and shall not authorize or permit any of their its Affiliates or any of its or their respective Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller Parent shall immediately cease and cause to be terminated, and shall cause their 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 to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer Parent or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets; provided, Sellers should not be limited by anything except for the sale of Inventory 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 ordinary course of first refusal to acquire the Purchased Assets and Business thereunderbusiness.

No Solicitation of Other Bids. (a) Sellers The Company and its Representatives 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. Sellers The Company and its Subsidiaries 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, all any existing discussions or negotiations with any Persons conducted heretofore with respect to to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means shall mean any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer Parent or any of its Affiliates) relating to concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the direct Company or indirect disposition, whether by 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, merger lease, exchange or otherwise, other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or any portion substantially all of the Business Company’s and its Subsidiaries’ assets; or the Purchased Assets; provided, Sellers should not be limited by anything in this Section, (v) an exclusive license of any 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 Business thereunderall Company Intellectual Property.

No Solicitation of Other Bids. (a) The RFG Family Entities and the Sellers shall not, and shall not authorize or permit any of their Affiliates or any of their respective Representatives (including the 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 Sellers shall immediately cease and cause to be terminated, and shall cause the RFG Family Entities and their Affiliates and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer Purchaser or any of its Affiliates) relating to the direct or indirect disposition, whether by asset or stock sale, merger or otherwise, of all or any portion of the Business or Assets of any RFG Family Entity, other than products sold in 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 ordinary course of first refusal to acquire the Purchased Assets and Business thereunderbusiness.

No Solicitation of Other Bids. (a) Sellers 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 not authorize or permit any of their Affiliates or any of their respective Representatives representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers The Selling Shareholder and his Affiliates shall immediately cease and cause to be terminated, and shall cause their Affiliates and all of their Representatives representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer the Purchaser or any of its his Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets; 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 Business thereunderSubject Shares.

No Solicitation of Other Bids. (a) Sellers Except as required by applicable Law, Seller shall not, and shall not authorize or permit any of their its Affiliates (including the 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. Sellers Seller shall immediately cease and cause to be terminated, and shall cause their its Affiliates (including the Company and any Subsidiary) and all of their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to 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” means any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer or any of its Affiliates) relating to concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the direct Company or indirect disposition, whether by any Subsidiary; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any Subsidiary; or (iii) the sale, merger lease, exchange or otherwise, other disposition of all or any significant portion of the Business properties or assets of the Purchased Assets; provided, Sellers should not be limited by anything in this Section, Company 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 Business thereunderSubsidiary.

No Solicitation of Other Bids. (a) Sellers shall notPrior to the Closing, and the Seller shall not authorize or permit any of their its Affiliates (including the Company) or any of its or their respective 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). Sellers The Seller shall immediately cease and cause to be terminated, and shall cause their its Affiliates and shall direct 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 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” means any inquiry, proposal or offer from any Person (other than BWW or Affiliates Table of BWW, or Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets; 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 Business thereunder.Contents

No Solicitation of Other Bids. (a) Sellers Seller shall not, and shall not authorize or permit any of their Affiliates or any of their respective Representatives 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. Sellers Seller shall immediately cease and cause to be terminated, and shall cause their Affiliates managers, directors, officers, employees, consultants, financial advisors, counsel, accountants and all of their Representatives other agents to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets; 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 Business thereunder.

No Solicitation of Other Bids. (a) From the date hereof until the earlier of the termination of this Agreement or the Closing, Sellers shall not, and shall not authorize or permit any of their Affiliates (including the Company and the Subsidiaries) or any of their respective Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate facilitate, or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause their Affiliates (including the Company and the Subsidiaries) and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means shall mean any inquiry, proposal proposal, or offer from any Person (other than BWW or Affiliates of BWW, or Buyer or any of its Affiliates) relating to concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange, or other business combination transaction involving the direct Company or indirect disposition, whether by any of the Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of the Subsidiaries; or (iii) the sale, merger lease, exchange, or otherwise, other disposition of all or any significant portion of the Business or the Purchased Assets; provided, Sellers should not be limited by anything in this Section, Company’s or any other term in this Agreement, from fulfilling its obligations under of the Franchise Agreements to BWW, including its obligations to afford BWW a right of first refusal to acquire the Purchased Assets and Business thereunderSubsidiaries’ properties or assets.

No Solicitation of Other Bids. (a) Sellers From the date hereof until the earlier of (x) the Closing and (y) the termination of this Agreement, Sellers, the Company and each Subsidiary shall not, and shall not authorize or permit any of their respective Affiliates or any of their respective Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Sellers, the Company and each Subsidiary shall immediately cease and cause to be terminated, and shall cause their respective Affiliates and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any material portion of the Company’s or any Subsidiary’s equity, Business or assets (other than the Purchased Assets; provided, Sellers should not be limited by anything sale of assets 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 ordinary course of first refusal to acquire the Purchased Assets and Business thereunderconsistent with past practice).

No Solicitation of Other Bids. (a) Sellers From the date hereof until the Closing or the earlier termination of this Agreement, Seller shall not, and shall not authorize or permit any of their its Affiliates (including the Company) or any of its or their respective Representatives representatives to, directly or indirectly, (ia) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (iib) enter into discussions or negotiations with, or provide any confidential information to, any Person concerning or that would be reasonably likely to result in a possible Acquisition Proposal; or (iiic) enter into any agreements or other instruments (whether or not binding) regarding or relating to an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause their its Affiliates (including the Company) and all of its and their Representatives representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to to, or that would lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means shall mean any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer or any of its Affiliates) relating concerning, except as related to an upstream change of control of Texas Genco Holdings, Inc. or any upstream affiliate thereof including NRG Energy, Inc., (i) a merger, consolidation, liquidation, recapitalization or other business combination transaction directly or indirectly involving the Company or the Seller’s Interests in the Facility; (ii) the issuance or acquisition, either directly or indirectly, of equity interests in the Company, including the Equity; or (iii) the direct or indirect disposition, whether by sale, merger lease, exchange or otherwise, other disposition of all or any significant portion of the Business Company’s properties 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 Business thereunderassets.

No Solicitation of Other Bids. (a) Sellers shall not, and Seller shall not authorize or permit any of their Affiliates or any of their respective its Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate facilitate, or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller shall immediately cease and cause to be terminated, and shall cause their Affiliates and all of their its Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal proposal, or offer from any Person (other than BWW or Affiliates Buyer and other than MEA pursuant to any rights of BWWMEA under Section 1 of the Agreement for Extension of 1996 Eklutna Hydroelectric Project Transition Plan, or dated October 2, 1997, among Seller, Buyer or any of its Affiliatesand MEA as provided for in the Eklutna Power Purchase Agreement) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets; 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 Business thereunder.

No Solicitation of Other Bids. (a) Sellers Until the earlier of the Closing and 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 not authorize or permit any of their its Affiliates (including the Company) or any of its or their respective Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers PCF shall immediately cease and cause to be terminated, and shall cause their its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons (other than Parent and its Affiliates and their respective Representatives) conducted heretofore with respect to to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means shall mean any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer Parent or any of its Affiliates) relating to concerning (i) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving the direct Company; (ii) the issuance or indirect disposition, whether by acquisition of securities of the Company; or (iii) the sale, merger lease, exchange or otherwise, other disposition of all or any significant portion of the Business Company’s properties 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 Business thereunderassets.

No Solicitation of Other Bids. (a) Sellers Seller Parties shall not, and shall 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. Sellers Seller Parties shall immediately cease and cause to be terminated, and shall cause their Affiliates and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means shall mean any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer or any of its Affiliates) relating to concerning (A) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving the direct Seller or indirect disposition, whether by the Company; (B) the issuance or acquisition of membership interests in the Seller or the Company; or (C) the sale, merger lease, exchange or otherwise, other disposition of all or any significant portion of the Business Seller’s or the Purchased Assets; provided, Sellers should not be limited by anything in this Section, Company’s properties 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 Business thereunderassets.

No Solicitation of Other Bids. (a) Sellers Seller and the Company shall not, and shall not authorize or permit any of their respective Affiliates or any of their respective Representatives representatives to, directly or indirectly, (ia) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (iib) enter into discussions or negotiations with, or provide any 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. Sellers Seller and the Company shall immediately cease and cause to be terminated, and shall cause their respective Affiliates and all of their Representatives respective representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. 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 an a potential Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or Units or, except as permitted by Section 6.3 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 assets of the Franchise Agreements to BWW, including its obligations to afford BWW a right of first refusal to acquire the Purchased Assets and Business thereunderCompany.

No Solicitation of Other Bids. (a) Sellers Between the date hereof and the Closing date or the earlier termination of this Agreement, Seller shall not, and shall not authorize or permit any of their its Affiliates or any of its or their respective Representatives 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. Sellers Seller shall immediately cease and cause to be terminated, and shall cause their its Affiliates and all of their Representatives representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer or any of its Affiliates) relating to (I) the direct or indirect disposition, whether by sale, acquisition or purchase of any equity interests of Seller or merger or otherwise, other similar business combination of Seller; or (II) any acquisition of all or any portion a material part of the Business operating assets of the Business; or (III) any Transferred Assets 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 Business thereunderBusiness.

No Solicitation of Other Bids. (a) Sellers shall notDuring the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, neither S&W nor a Shareholder shall, and shall not authorize or permit any of its or their Affiliates or any of its or their respective Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers S&W and 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, all existing discussions or negotiations with any Persons conducted heretofore with respect to to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer Parent or any of its Affiliates, including the Merger Sub) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business S&W, its 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 Business thereunderoperations.

No Solicitation of Other Bids. (a) Sellers None of the Seller or Principal Stockholders shall, nor shall not, and shall not any such Person authorize or permit any of their respective Affiliates or any of their respective Representatives to, and Principal Stockholders shall cause the 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. Sellers Seller and Principal Stockholders shall immediately cease and cause to be terminated, and shall cause their Affiliates and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer Buyers or any of its their Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets; providedBusiness, 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 Business thereunderor Seller.

No Solicitation of Other Bids. (a) From the date hereof until the Closing or earlier termination of this Agreement, Sellers shall not, and Sellers shall not authorize or permit any of their Affiliates or any of their respective or their Affiliates’ Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause their Affiliates and all of their and their Affiliates’ Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer Buyers or any of its their Affiliates) relating to the direct or indirect disposition, whether by asset sale, stock purchase, share exchange, merger or otherwise, of all or any portion of the Business or the Purchased Assets; provided, Sellers should not be limited by anything in this Section, Assets or any other term in transaction that would be inconsistent with the transactions contemplated by this Agreement, . Buyers acknowledge and agree 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’ obligations with respect to Sellers’ performance of existing commitments and exit 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 Business thereundermunicipal electricity aggregation business.

No Solicitation of Other Bids. (a) 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 not authorize or permit any of their Group Member or its respective Affiliates or any of their respective Representatives representatives to, directly or indirectly, : (i) approve, encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers shall immediately cease and cause to be terminated, terminated and shall cause their each Group Member and its respective Affiliates and all any of their Representatives respective representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to an Acquisition Proposal. For purposes hereofThe Sellers will notify the Purchaser, “Acquisition Proposal” means 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 BWW or the Purchaser and its Affiliates of BWW, or Buyer or and representatives) in connection with any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets; 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 Business thereunderpotential Acquisition Proposal.

No Solicitation of Other Bids. (a) Sellers From the Effective Date until the earlier of the Closing and the termination of this Agreement in accordance with Article X, Parent shall not, and shall not authorize or permit any of their Affiliates its Subsidiaries (including Seller and, upon its formation, the Company) or any of its or their respective 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 provided, that Parent and its Representatives may respond to any unsolicited inquiry or negotiations withproposal solely for the purpose of communicating Parent’s obligation pursuant to this Section 7.03. Following the execution and delivery of this Agreement, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Parent shall immediately promptly cease and cause to be terminated, and shall cause their Affiliates its Subsidiaries and all of its and their Representatives to immediately promptly cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to to, or that would lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer or any of its AffiliatesWHP) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of (i) more than 15% of the issued and outstanding Parent Common Stock, (ii) all or any portion of the Business Contributed Assets (other than assets sold, transferred or otherwise disposed of in the Purchased Assets; providedordinary course of business which would not otherwise be prohibited to be sold, Sellers should not be limited by anything in this Section, transferred or any other term in this Agreement, from fulfilling its obligations otherwise disposed of under the Franchise Agreements to BWWterms of the 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, including its obligations to afford BWW taken as a right of first refusal to acquire the Purchased Assets and Business thereunderwhole.

No Solicitation of Other Bids. (a) Sellers From the date of this Agreement until the earlier of (x) the Closing and (y) the termination of this Agreement pursuant to Section 8.1, the Seller shall not, and shall not authorize or permit any of their its Affiliates or any of its or their respective Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments Contracts (whether or not binding) regarding an Acquisition Proposal. Sellers The Seller shall immediately cease and cause to be terminated, and shall cause their its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing solicitations, discussions or negotiations with any Persons conducted heretofore with respect to to, or that would lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer (whether binding or non-binding) from any Person (other than BWW or Affiliates of BWW, or the Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger merger, business combination, reorganization or otherwise, of all or any a material portion of the Business or the Purchased Transferred Assets; provided, Sellers should not be limited by anything in this Section, or any other term in this Agreement, from fulfilling . The Seller shall promptly inform its Representatives and Affiliates of their obligations under this Section 5.3. If any Representatives or Affiliates of the Franchise Agreements Seller takes any action that the Seller is obligated by this Section 5.3 to BWWcause such Representative or Affiliate not to take, including its obligations the Seller shall be deemed to afford BWW a right of first refusal to acquire the Purchased Assets and Business thereunderhave breached this Section 5.3.

No Solicitation of Other Bids. (a) Sellers Seller shall not, and shall not authorize or permit any of their Affiliates its affiliates or any of its or their respective 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 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. Sellers Seller shall immediately cease and cause to be terminated, and shall cause their Affiliates its affiliates and all of its and their Representatives representatives to immediately cease and cause to be terminated, 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” " means any inquiry, proposal or offer from any Person person (other than BWW or Affiliates of BWW, or Buyer Purchaser or any of its Affiliatesaffiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Transferred 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 Business thereunder.

No Solicitation of Other Bids. (a) Sellers From the date hereof until the earlier of the Closing or the termination of this Agreement, Seller Parties shall not, and shall not authorize or permit any of their Affiliates or any of its or their respective Representatives representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Seller 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, all currently existing discussions or negotiations with any Persons conducted heretofore with respect to to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than BWW or Affiliates of BWW, or Buyer Purchaser or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets; provided, Sellers should not be limited by anything Acquired Assets (other than the sale of inventory 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 ordinary course of first refusal to acquire the Purchased Assets and Business thereunderbusiness).