Common use of No Solicitation of Other Bids Clause in Contracts

No Solicitation of Other Bids. The Parent shall not, and shall cause the Company and the Transferred Subsidiaries not to, and shall 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. Immediately following the execution of this Agreement, Parent shall and shall cause the Company and the Transferred Subsidiaries to, and shall direct each of their respective Affiliates and representatives to, terminate any existing discussions or negotiations with any Persons, other than Acquiror (and its Affiliates and representatives), concerning any Acquisition Proposal and to terminate all physical and electronic data room access previously granted to any Persons other than Acquiror and its Affiliates and Representatives in any Acquisition Proposal. In addition to the other obligations under this Section 5.17, Parent shall promptly (and in any event within three Business Days after receipt thereof by the Company, Parent or their respective Representatives) advise Acquiror orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same.

No Solicitation of Other Bids. The Parent For a period of 60 days from the Effective Date, the Company shall not, and shall cause the Company and the Transferred Subsidiaries not to, and shall 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. Immediately following As of the execution of this AgreementEffective Date, Parent the Company shall immediately cease and cause to be terminated, and shall cause the Company and the Transferred Subsidiaries to, and shall direct each of their respective its Affiliates and representatives toall of its and their Representatives to immediately cease and cause to be terminated, terminate any all existing discussions or negotiations with any PersonsPersons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Acquiror (and Parent or any of its Affiliates and representatives)Affiliates) relating to the direct or indirect disposition, concerning whether by sale, merger or otherwise, of any Acquisition Proposal and to terminate all physical and electronic data room access previously granted to of the Companies, the Washington Entities or any Persons other than Acquiror and its Affiliates and Representatives in any Acquisition Proposalportion of the Business. In addition to the other obligations under this Section 5.175.06(d), Parent the Company shall promptly (and in any event within three Business Days after receipt thereof by the Company, Parent Company or their respective its Representatives) advise Acquiror Parent orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. The Company agrees that the rights and remedies for noncompliance with this Section 5.06(d) shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Parent and that money damages would not provide an adequate remedy to Parent.

No Solicitation of Other Bids. The Parent (a) Seller shall not, and shall cause the Company and the Transferred Subsidiaries not to, and shall not authorize or permit any of its Affiliates or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, or knowingly take any action to facilitate or continue inquiries regarding an encourage the submission of any Acquisition Proposal or the making of any proposal that could reasonably be expected to lead to any Acquisition Proposal, or, subject to Section 6.03(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Seller or any of its Affiliates to, afford access to the business, properties, assets, books, or records of Seller or any of its Affiliates to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party that is seeking to make, or has made, any Acquisition Proposal; (ii) enter into discussions except where the Seller Board makes a good faith determination, after consultation with outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties, amend or negotiations with, grant any waiver or provide release under any information to, standstill or similar agreement with respect to any Person concerning a possible Acquisition Proposalclass of equity securities of Seller or any of its Affiliates; or (iii) enter into any agreements agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other instruments Contract relating to any Acquisition Proposal (whether or each, a “Seller Acquisition Agreement”). Except as expressly permitted by this Section 6.03, the Seller Board shall not binding) regarding an Acquisition Proposaleffect a Seller Adverse Recommendation Change. Immediately following the execution of this AgreementSeller shall, Parent shall and shall cause the Company its Affiliates to cease immediately and the Transferred Subsidiaries tocause to be terminated, and shall direct each not authorize or knowingly permit any of its or their respective Affiliates Representatives to continue, any and representatives toall existing activities, terminate any existing discussions discussions, or negotiations negotiations, if any, with any Persons, other than Acquiror (and its Affiliates and representatives), concerning any Acquisition Proposal and to terminate all physical and electronic data room access previously granted to any Persons other than Acquiror and its Affiliates and Representatives in any Acquisition Proposal. In addition third party conducted prior to the other obligations under this Section 5.17, Parent shall promptly (and in any event within three Business Days after receipt thereof by the Company, Parent or their respective Representatives) advise Acquiror orally and in writing of any Acquisition Proposal, any request for information date hereof with respect to any Acquisition Proposal, Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Seller or any inquiry with respect of its Affiliates that was furnished by or on behalf of Seller and its Affiliates to return or which could reasonably be expected to result in an Acquisition Proposal, the material terms destroy (and conditions of confirm destruction of) all such request, Acquisition Proposal or inquiry, and the identity of the Person making the sameinformation.

No Solicitation of Other Bids. The Parent Seller shall not, and shall cause the Company and the Transferred Subsidiaries not to, and shall 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. Immediately following Each Seller and the execution of this AgreementCompany shall immediately cease and cause to be terminated, Parent shall and shall cause the Company and the Transferred Subsidiaries to, and shall direct each of their respective its Affiliates and representatives toall of its and their Representatives to immediately cease and cause to be terminated, terminate any all existing discussions or negotiations with any PersonsPersons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal, other than Acquiror (and its Affiliates and representatives), concerning any Acquisition Proposal and to terminate all physical and electronic data room access previously granted to any Persons other than Acquiror and its Affiliates and Representatives in any Acquisition Proposalas contemplated by Section 6.7 of this Agreement. In addition to the other obligations under this Section 5.176.3, Parent the Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by the Company, Parent Seller or their respective its Representatives) advise Acquiror Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. The Company agrees that the rights and remedies for noncompliance with this Section 6.3 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. The Parent shall not(a) Prior to the Closing or the earlier termination of this Agreement pursuant to Section 9.01 hereof, neither of the Sellers shall, and neither of the Sellers shall cause the Company and the Transferred Subsidiaries not to, and shall not authorize or permit any of its their respective Affiliates or any of its its, or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Immediately following the execution of this AgreementEach Seller shall immediately cease and cause to be terminated, Parent shall and shall cause the Company and the Transferred Subsidiaries to, and shall direct each of their respective its Affiliates and representatives toall of its and their Representatives to immediately cease and cause to be terminated, terminate any all existing discussions or negotiations with any PersonsPersons conducted heretofore with respect to, other than Acquiror (and its Affiliates and representatives)or that could lead to, concerning any Acquisition Proposal and to terminate all physical and electronic data room access previously granted to any Persons other than Acquiror and its Affiliates and Representatives in any an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by asset sale, stock purchase, share exchange, merger or otherwise, of all or any portion of the Business or the Purchased Assets or any other transaction that would be inconsistent with the transactions contemplated by this Agreement. (b) In addition to the other obligations under this Section 5.176.03, Parent Sellers shall promptly (and in any event within three two (2) Business Days after receipt thereof by the Company, Parent either Seller or their respective its Representatives) advise Acquiror Buyer orally and in writing of any Acquisition Proposal, any bona fide request for information with respect to any Acquisition Proposal, or any bona fide inquiry with respect to or which could would reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same.. (c) Sellers agree that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer. Section 6.04

No Solicitation of Other Bids. (a) The Company and Parent shall not, and shall cause the Company and the Transferred Subsidiaries not to, and shall not authorize or permit any of its their respective 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; (iii) except as otherwise required by law, provide any non-public confidential or proprietary information regarding the Company, Parent or any of their Subsidiaries to any Person that would reasonably be expected to encourage or facilitate an Acquisition Proposal; (iv) enter into any agreement that would reasonably be expected to cause the Company, Parent or their Securityholders to abandon, terminate or fail to consummate the Merger; or (iiiv) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Immediately following the execution of this Agreement, The Company and Parent shall immediately cease and cause to be terminated, and shall cause the Company and the Transferred Subsidiaries to, and shall direct each of their respective Affiliates and representatives toall of their Representatives to immediately cease and cause to be terminated, terminate any all existing discussions or negotiations with any PersonsPersons conducted heretofore with respect to, other than Acquiror (and its Affiliates and representatives)or that would reasonably be expected lead to, concerning any Acquisition Proposal and to terminate all physical and electronic data room access previously granted to any Persons other than Acquiror and its Affiliates and Representatives in any a possible Acquisition Proposal. In addition Notwithstanding the foregoing, that each of the Company, Parent, Merger Sub 1 and Merger Sub 2 hereby acknowledges that prior to the other obligations under this Section 5.17date hereof, Parent shall promptly (and in any event within three Business Days after receipt thereof by the Company, Parent or and their respective Representatives) advise Acquiror orally Affiliates, and their Representatives have provided information relating to Parent, the Company and the Subsidiaries and have afforded access to, and engaged in writing of any discussions with, other Persons in connection with Acquisition ProposalProposals and that such information, any request for information with respect to any Acquisition Proposalaccess, or any inquiry with respect to or which and discussions could reasonably be expected enable another Person to result in form a basis for an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, without any breach by Parent and the identity Company of the Person making the same.this Section 5.05. For purposes hereof, “

No Solicitation of Other Bids. The Parent Sellers shall not, and shall cause the Company and the Transferred Subsidiaries not to, and shall not authorize or permit any of its Affiliates affiliates (including the Company) or any of its or their Representatives representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Immediately following the execution of this AgreementSeller shall immediately cease and cause to be terminated, Parent shall and shall cause its Affiliates (including the Company Company) and the Transferred Subsidiaries toall of its and their representatives to immediately cease and cause to be terminated, and shall direct each of their respective Affiliates and representatives to, terminate any all existing discussions or negotiations with any PersonsPersons 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 Acquiror Purchaser or any of its affiliates) concerning (and its Affiliates and representatives)i) a merger, concerning consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any Acquisition Proposal and to terminate all physical and electronic data room access previously granted to any Persons other than Acquiror and its Affiliates and Representatives in any Acquisition Proposalsignificant portion of the Company's properties or assets. In addition to the other obligations under this Section 5.174.3, Parent Seller shall promptly (and in any event within three Business Days business days after receipt thereof by the Company, Parent Seller or their respective Representatives) its representatives advise Acquiror Purchaser orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. Seller agrees that the rights and remedies for noncompliance with this Section 4.3 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Purchaser and that money damages would not provide an adequate remedy to Purchaser.

No Solicitation of Other Bids. The (a) 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 and the Transferred Subsidiaries not to, and shall 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. Immediately following the execution of this Agreement, Seller Parent shall immediately cease and cause to be terminated, and shall cause the Company and the Transferred Subsidiaries to, and shall direct each of their respective its Affiliates and representatives toall of its and their Representatives to immediately cease and cause to be terminated, terminate any all existing discussions or negotiations with any PersonsPersons conducted heretofore with respect to, other than Acquiror (and its Affiliates and representatives)or that could lead to, concerning any Acquisition Proposal and to terminate all physical and electronic data room access previously granted to any Persons other than Acquiror and its Affiliates and Representatives in any an Acquisition Proposal. In addition For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer Parent or any of its Affiliates) relating to the other obligations under this Section 5.17direct or indirect disposition, Parent shall promptly whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets, except for the sale of Inventory in the ordinary course of business. (and in any b) In the event within three Business Days after receipt thereof by that the Company, Seller Parent or their respective Representatives) advise Acquiror orally and in writing of any Acquisition Proposal, its Affiliates or Representatives shall receive any request for information with respect to any written Acquisition Proposal, or any inquiry with respect to written inquiry, indication of interest, or which could any request for nonpublic information that might reasonably be expected to result in lead to an Acquisition ProposalProposal (an “Acquisition Request”), the Seller Parent shall notify Buyer Parent in writing thereof (including the pricing, terms, conditions and other material terms and conditions provisions of such request, Acquisition Proposal or inquiry, proposed transaction and the identity of the proposed party or parties to such proposed transaction). The Seller Parent shall keep Buyer Parent reasonably informed with respect to the status of any such Acquisition Request. (c) Nothing set forth in this Section 6.03 or otherwise in this Agreement shall prohibit the Seller Parent or any of its Affiliates or any of its Representatives from furnishing nonpublic information regarding the Seller Parent to, entering into a confidentiality agreement with or entering into discussions for a period not to exceed fifteen (15) Business Days from the receipt of a Superior Proposal (the “Superior Proposal Period”) with any Person or group in response to a Superior Proposal (and not withdrawn), if (A) neither the Seller Parent nor any Affiliates or Representatives shall have violated any of the restrictions set forth in Section 6.03, (B) the Board of Directors of the Seller Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the Board of Directors of the Seller Parent to comply with its fiduciary obligations to the Seller Parent’s stockholders under applicable Law, (C) prior to furnishing any such nonpublic information to, or entering into discussions with, such Person or group, the Seller Parent gives Buyer Parent forty-eight (48) hours prior written notice of the Seller Parent’s intention to furnish nonpublic information to, or enter into discussions with, a Person or group, identifying the person making the same.proposal and all the material terms or conditions of such proposal (the “Seller Parent’s Notice”) and the Seller Parent receives from such Person or group an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or group by or on behalf of the Seller Parent, and (D) contemporaneously with furnishing any such nonpublic information to such Person or group, the Seller Parent furnishes such nonpublic information to Buyer Parent (to the extent such nonpublic information has not been previously furnished by Seller Parent to Buyer Parent); provided, further, however, that Seller Parent shall not consummate any transaction(s) contemplated by any Superior Proposal unless and until Seller Parent has first terminated this Agreement pursuant to Section 9.01(d). (d) Seller Parent agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer Parent and that money damages would not provide an adequate remedy to Buyer Parent. Section 6.04

No Solicitation of Other Bids. (a) The Parent Purchased Company and each of Sellers shall not, and shall cause the Company and the Transferred Subsidiaries not to, and shall not authorize or permit any of its their Affiliates (including any of the Heartland Companies) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Immediately following the execution of this AgreementThe Purchased Company and each Seller shall immediately cease and cause to be terminated, Parent shall and shall cause their Affiliates (including any of the Company Heartland Companies) and the Transferred Subsidiaries toall of its and their Representatives to immediately cease and cause to be terminated, and shall direct each of their respective Affiliates and representatives to, terminate any all existing discussions or negotiations with any PersonsPersons conducted heretofore with respect to, other than Acquiror (and its Affiliates and representatives)or that could lead to, concerning any Acquisition Proposal and to terminate all physical and electronic data room access previously granted to any Persons other than Acquiror and its Affiliates and Representatives in any an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Heartland Companies; (ii) the issuance or acquisition of shares of capital stock or membership interests or other equity securities of the Heartland Companies; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Heartland Companies properties or assets other than in the ordinary course of business. (b) In addition to the other obligations under this Section 5.176.03, Parent the Seller Representative shall promptly (and in any event within three (3) Business Days after receipt thereof by any Seller, any of the Company, Parent Heartland Companies or their respective Representatives) advise Acquiror orally and Buyer in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same.an

No Solicitation of Other Bids. The Parent 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 and the Transferred Subsidiaries not to, and shall not authorize or permit any of Group Member or its respective Affiliates or any of its or their Representatives respective representatives to, directly or indirectly, : (i) approve, encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Immediately following the execution of this Agreement, Parent The Sellers shall immediately cease and cause to be terminated and shall cause the Company each Group Member and the Transferred Subsidiaries to, its respective Affiliates and shall direct each any of their respective Affiliates representatives to immediately cease and representatives tocause to be terminated, terminate any all existing discussions or negotiations with any PersonsPersons conducted heretofore with respect to an Acquisition Proposal. The Sellers will notify the Purchaser, as soon as practicable, if any Person makes any proposal, offer, inquiry to, or 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 Acquiror (the Purchaser and its Affiliates and representatives), concerning ) in connection with any Acquisition Proposal and to terminate all physical and electronic data room access previously granted to any Persons other than Acquiror and its Affiliates and Representatives in any potential Acquisition Proposal. In addition to the other obligations under this Section 5.17, Parent shall promptly (and in any event within three Business Days after receipt thereof by the Company, Parent or their respective Representatives) advise Acquiror orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same.

No Solicitation of Other Bids. The Parent (a) Affinity shall not, and shall cause the Company and the Transferred Subsidiaries not to, and shall not authorize or permit any of its Affiliates or any of its or their Representatives (collectively, the “Affinity Parties”) to, directly or indirectly, (i) knowingly encourage, solicit, initiate, facilitate knowingly facilitate, or continue respond to (other than solely to decline) inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Immediately following the execution of this AgreementAffinity shall immediately cease and or cause to be terminated, Parent shall and shall cause the Company other Affinity Parties to immediately cease and the Transferred Subsidiaries tocause to be terminated, and shall direct each of their respective Affiliates and representatives toall existing activities, terminate any existing discussions or negotiations with any PersonsPersons conducted heretofore with respect to, other than Acquiror (and its Affiliates and representatives)or that could reasonably be expected to lead to, concerning any an Acquisition Proposal and to terminate all physical and electronic data room access previously granted to shall notify each such party that it, or any Persons other than Acquiror and its Affiliates and Representatives in any Acquisition Proposal. In addition to Representative retained by it, no longer seeks or requires the other obligations under this Section 5.17, Parent shall promptly (and in any event within three Business Days after receipt thereof by the Company, Parent or their respective Representatives) advise Acquiror orally and in writing making of any Acquisition Proposal, and withdraws any request for consent theretofore given to the making of an Acquisition Proposal and shall promptly instruct (to the extent it has contractual authority to do so and has not already done so prior to the date of this Agreement) or otherwise request, any Person that has executed a confidentiality or non-disclosure agreement within the 48-month period prior to the date of this Agreement in connection with any actual or potential Acquisition Proposal to return or destroy all such information with respect or documents or material incorporating confidential information in the possession of such Person or its Representatives. None of the Affinity Parties shall, directly or indirectly, and each of the Affinity Parties shall cause their Affiliates and their respective Representatives not to, solicit, initiate or conduct any discussions or negotiations with, or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort to attempt to, or enter into any agreement or understanding with, any Person or group of Persons regarding any Acquisition Proposal. For purposes hereof, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same.“

No Solicitation of Other Bids. The Parent shall Seller will not, and shall cause the Company and the Transferred Subsidiaries not to, and shall will not authorize or permit any of its Affiliates (including the Company Group) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate facilitate, consider, submit or continue inquiries regarding an Acquisition Proposal or participate in any negotiations or discussions with, or furnish any assistance or non- public information to, any Person or group of Persons regarding any Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, with any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements agreements, understandings or other instruments (instruments, whether written or not binding) regarding oral, to effect an Acquisition Proposal. Immediately following the execution of this Agreement, Parent shall Seller will immediately cease and shall cause the Company and the Transferred Subsidiaries toto be terminated, and shall direct each of their respective will cause its Affiliates and representatives toall of its and their Representatives to immediately cease and cause to be terminated, terminate any all existing discussions or negotiations with any PersonsPersons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” will mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, membership interest exchange or other business combination transaction involving any Company Group Member; (ii) a sale, disposition or transfer of all or any Equity Interests in any Company Group Member, including the Membership Interests, or the issuance or acquisition of membership interests or other equity securities in any Company Group Member; (iii) the sale, lease, exchange or other disposition of any material portion of the assets or properties of the Company Group, including the Company Assets, (iv) any financing transaction of any kind, other than Acquiror routine lending arrangements in the ordinary course of business or as otherwise expressly required under the terms of this Agreement in connection with the consummation of the transactions contemplated herein or (and its Affiliates and representatives), concerning v) any Acquisition Proposal and other transaction that would require the Parties to terminate all physical and electronic data room access previously granted abandon the transactions contemplated by this Agreement. Seller acknowledges that the breach or threatened breach of any of the agreements applicable to any Persons other than Acquiror and its Affiliates and Representatives it contained in any Acquisition Proposal. In addition to the other obligations under this Section 5.17, Parent shall promptly (and in any event within three Business Days after receipt thereof by the Company, Parent or their respective Representatives) advise Acquiror orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which 6.11 could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same.give rise