Common use of No Solicitation of Other Bids Clause in Contracts

No Solicitation of Other Bids. (i) Sellers shall not, and shall not authorize or permit any of their Affiliates (including the Company) or any of their respective Representatives to, directly or indirectly, (A) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as defined in this Section 5.01(h)); (B) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (C) 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 respective Affiliates (including the Company) 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, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (a) a merger, consolidation, liquidation, recapitalization, exchange or other business combination transaction involving the Company; (b) the issuance or acquisition PR01/ 1471369.15 of membership interests or other equity securities of the Company; or (c) the sale, lease, exchange or other disposition of any significant portion of the Company's properties or assets.

No Solicitation of Other Bids. (ia) Sellers The Members shall not, and shall not authorize or permit any of their Affiliates (including the CompanyAcquired Companies) or any of its or their respective Representatives representatives to, directly or indirectly, : (Ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as defined in this Section 5.01(h))Proposal; (Bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (Ciii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers The Members shall immediately cease and cause to be terminated, and shall cause their respective Affiliates (including the CompanyAcquired Companies) and all of its and their respective Representatives representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons Person conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning concerning: (ai) a merger, consolidationamalgamation, arrangement, liquidation, recapitalization, share exchange or other business combination transaction involving the any Acquired Company; (bii) the issuance or acquisition PR01/ 1471369.15 of membership interests shares in the capital, or other equity securities securities, of the any Acquired Company; or (ciii) the sale, lease, exchange or other disposition of substantially all or any significant portion of the any Acquired Company's properties or assets’s Assets.

No Solicitation of Other Bids. (ia) Sellers shall not, and shall not authorize or permit any of their its Affiliates (including the CompanyCompany or any Subsidiary) or any of its or their respective Representatives to, directly or indirectly, (Ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as defined in this Section 5.01(h))Proposal; (Bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (Ciii) 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 respective Affiliates (including the CompanyCompany and each Subsidiary) and all of its and their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (ai) a merger, consolidation, liquidation, recapitalization, exchange recapitalization or other business combination transaction involving the CompanyCompany or any Subsidiary; (bii) the issuance or acquisition PR01/ 1471369.15 of membership interests or other equity securities of interests in the CompanyCompany or any Subsidiary; or (ciii) the sale, lease, exchange or other disposition of any significant portion of the Company's ’s or any Subsidiary’s properties or assets.

No Solicitation of Other Bids. (ia) Sellers Sellers’ Representative 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, (Ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as defined in this Section 5.01(h))Proposal; (Bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (Ciii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Sellers’ Representative shall immediately cease and cause to be terminated, and shall cause their respective its Affiliates (including the Company) and all of its and their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (ai) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (bii) the issuance or acquisition PR01/ 1471369.15 of membership interests shares of capital stock or other equity securities of the Company; or (ciii) the sale, lease, exchange or other disposition of any significant portion of the Company's ’s properties or assets.

No Solicitation of Other Bids. From the date hereof until the Closing or earlier termination of this Agreement: (ia) Sellers 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 to, directly or indirectly, (Ai) encourage, solicit, initiate, facilitate initiate or continue inquiries regarding an Acquisition Proposal (as defined in this Section 5.01(h))Proposal; (Bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (Ciii) 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 respective its Affiliates (including the Company) and all of its and their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could 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 Buyer or any of its Affiliates) concerning (ai) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (bii) the issuance or acquisition PR01/ 1471369.15 of membership interests or other equity securities of the CompanyShares; or (ciii) the sale, lease, exchange or other disposition of any significant portion of the Company's ’s properties or assets.

No Solicitation of Other Bids. (ia) The Sellers shall not, and shall not authorize or permit any of their Affiliates (including the CompanyGroup Companies) or any of their respective Representatives to, directly or indirectly, (Ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as defined in this Section 5.01(h))Proposal; (Bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (Ciii) 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 their respective its Affiliates (including the CompanyGroup Companies) 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, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer the Purchaser or any of its Affiliates) concerning (ax) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyGroup Companies; (by) the issuance or acquisition PR01/ 1471369.15 of limited liability company membership interests or other equity securities of the CompanyGroup Companies; or (cz) the sale, lease, exchange or other disposition of all or substantially all of any significant portion of the Group Company's ’s properties or assets.

No Solicitation of Other Bids. (ia) Sellers The Contributors shall not, and shall not authorize or permit any of their its Affiliates (including the Company) Companies or any of its or their respective Representatives to, directly or indirectly, (Ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as defined in this Section 5.01(h))Proposal; (Bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (Ciii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers The Contributors shall immediately cease and cause to be terminated, and shall cause their respective its Affiliates (including the Company) Companies and all of its and their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead toare reasonably expected to result in, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Beneficiary or any of its Affiliates) concerning (ai) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCompanies; (bii) the issuance or acquisition PR01/ 1471369.15 of membership interests shares of capital stock or other equity securities of the CompanyCompanies; or (ciii) the sale, lease, exchange or other disposition of any significant portion of the Company's Companies’ properties or assets.

No Solicitation of Other Bids. (ia) Sellers The Founder and the Members shall not, and shall not authorize or permit any of their Affiliates (including the Company) or any of its or their respective Representatives representatives to, directly or indirectly, (Ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as defined in this Section 5.01(h))Proposal; (Bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (Ciii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers The Founder and the Members shall immediately cease and cause to be terminated, and shall cause their respective Affiliates (including the Company) and all of its and their respective Representatives representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Purchaser or any of its Affiliates) concerning (ai) a merger, consolidation, liquidation, recapitalization, exchange recapitalization or other business combination transaction involving the Company; (bii) the issuance or acquisition PR01/ 1471369.15 of membership interests or other equity securities of in the Company; or (ciii) the sale, lease, exchange or other disposition of any significant portion of the Company's ’s properties or assets.

No Solicitation of Other Bids. (ia) Sellers shall not, and shall not authorize or permit any of their Affiliates (including SBE Holdco and the Company) or any of their respective Representatives to, directly or indirectly, (Ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as defined in this Section 5.01(h))Proposal; (Bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (Ciii) 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 respective Affiliates (including SBE Holdco and the Company) 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, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (ai) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (bii) the issuance or acquisition PR01/ 1471369.15 of membership interests shares of capital stock or other equity securities of the Company; or (ciii) the sale, lease, exchange or other disposition of any significant portion of the Company's ’s properties or assets.

No Solicitation of Other Bids. (ia) Sellers Prior to April 30, 2014, each 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, (Ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as defined in this Section 5.01(h))Proposal; (Bii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (Ciii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers Each Seller shall immediately cease and cause to be terminated, and shall cause their respective its Affiliates (including the Company) and all of its and their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer Purchaser or any of its Affiliates) concerning (ai) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (bii) the issuance or acquisition PR01/ 1471369.15 of membership interests or other equity securities interests of the Company; or (ciii) the sale, lease, exchange or other disposition of any significant portion of the Company's ’s properties or assets.

No Solicitation of Other Bids. (i) Sellers shall not, and shall not authorize or permit any of their Affiliates (including the Company) or any of their respective Representatives to, directly or indirectly, (A) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as defined in this Section 5.01(h)); (B) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (C) 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 respective Affiliates (including the Company) 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, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (a) a merger, consolidation, liquidation, recapitalization, exchange or other business combination transaction involving the Company; (b) the issuance or acquisition -37- PR01/ 1471369.15 of membership interests or other equity securities of the Company; or (c) the sale, lease, exchange or other disposition of any significant portion of the Company's properties or assets.