Common use of No Solicitation of Other Proposals Clause in Contracts

No Solicitation of Other Proposals. (a) From the Effective Date until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, neither the Company nor any Stockholder Party shall, nor shall such Person permit any of their respective Affiliates or Subsidiaries to authorize or permit any of its respective stockholders, directors, officers, employees, consultants, advisors, representatives or agents (collectively, the “Company Representatives”) to, directly or indirectly, (i) solicit, initiate, entertain, knowingly facilitate or encourage, or take any action to solicit, initiate, entertain or knowingly facilitate or encourage, any inquiries regarding or the making of any proposal or offer that constitutes or would reasonably be expected to result in an Acquisition Proposal (as defined herein) or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any Acquisition Proposal or any inquiry which would reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub or any of their Affiliates) relating to (i) any merger, consolidation, reorganization or other direct or indirect business combination, recapitalization, liquidation, winding-up of, or similar transaction, involving the Company, (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial portion of the Intellectual Property or a substantial portion of the business or other assets, rights or properties of the Company, other than licenses to end users in the Ordinary Course of Business. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate 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 result in, an Acquisition Proposal. Without limiting the foregoing, any action or conduct by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a) if taken by the Company, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach of this Section 6.2(a) by the Company.

No Solicitation of Other Proposals. (a) From the Effective Date date hereof until the earlier to occur of the Effective Time or Closing and the termination of this Agreement in accordance with pursuant to its terms, neither the Company nor any Stockholder Party shallSeller shall not, nor shall such Person Seller permit the Company or any of its Affiliates to, nor shall it authorize, direct or permit any of their respective Affiliates or Subsidiaries to authorize or permit any of its respective stockholders, directors, officers, employees, consultants, advisors, representatives or agents (collectively, the “Company Seller Representatives”) to, directly or indirectly, (i) solicit, facilitate, initiate, entertain, knowingly facilitate or encourage, encourage or take any action to solicit, initiatefacilitate, entertain initiate or knowingly facilitate or encourage, any inquiries or communications regarding or the making of any proposal or offer that constitutes or would reasonably be expected to result in may constitute an Acquisition Proposal (as defined herein) Proposal, or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication which would reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub Buyer or any of their its Affiliates) relating to (i) any merger, consolidation, reorganization or other direct or indirect business combination, recapitalization, liquidation, winding-up of, or similar transaction, involving the Company, (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial portion of the Intellectual Property of the Company or a substantial portion of the business or other assets, rights or properties assets of the Company, or (iv) any other transaction, the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Closing or any of the other transactions contemplated hereby or which would reasonably be expected to diminish significantly the benefits to Buyer or its Affiliates of the transactions contemplated hereby; provided, however, that an Acquisition Proposal shall not include any of the foregoing relating to Seller or any of its Subsidiaries other than licenses to end users in the Ordinary Course of BusinessCompany. The Company and each Stockholder Party Seller shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Seller Representatives to immediately terminate and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that would could reasonably be expected to result inlead to, an Acquisition Proposal. Seller shall take all reasonable actions to ensure that each Seller Representative complies with the provisions of this Section 6.2(a). Without limiting the foregoing, any action or conduct by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Seller Representative that would be a violation of this Section 6.2(a) if taken by the CompanySeller, whether or not such Person is purporting to act on behalf of the CompanySeller, shall be deemed to be a breach of this Section 6.2(a) by the CompanySeller.

No Solicitation of Other Proposals. (a) From and after the Effective Date date hereof until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 7 hereof, except as set forth in accordance with Section 10 of this Agreement, Shareholder, in his, her or its termscapacity as a shareholder of Touchstone, neither the Company nor any Stockholder Party shallshall not, nor shall such Person permit Shareholder authorize any partner, officer, director, advisor or Representative of, such Shareholder or any of their respective his, her or its Affiliates or Subsidiaries to authorize or permit (and, to the extent applicable to Shareholder, such Shareholder shall use commercially reasonable efforts to prohibit any of his, her or its respective stockholders, directors, officers, employees, consultants, advisors, representatives Representatives or agents (collectively, the “Company Representatives”) Affiliates to, directly or indirectly), (ia) initiate, solicit, initiate, entertain, induce or knowingly facilitate or encourage, or knowingly take any action to solicit, initiate, entertain or knowingly facilitate or encouragethe making of, any inquiries regarding inquiry, offer or the making of any proposal which constitutes, or offer that constitutes or would could reasonably be expected to result in lead to, an Acquisition Proposal Proposal, (as defined herein) or (iib) participate or engage in any discussions or negotiations withregarding any Acquisition Proposal, or provide furnish, or otherwise afford access, to any person (other than FXNC or First Bank) any information or data with respect to Touchstone, Touchstone Bank or take any other action with the intent otherwise relating to facilitate the efforts of, any Person concerning any Acquisition Proposal or any inquiry which would reasonably be expected to result in an Acquisition Proposal. For purposes , (c) enter into any agreement, agreement in principle, letter of this Agreementintent, the term “memorandum of understanding or similar arrangement with respect to an Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (d) solicit proxies with respect to an Acquisition Proposal (other than Parentthe Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger Sub or any in accordance with the terms of their Affiliates) relating to (i) any merger, consolidation, reorganization or other direct or indirect business combination, recapitalization, liquidation, winding-up ofthe Merger Agreement, or similar transaction, involving the Company, (iie) the issuance initiate a shareholders’ vote or acquisition action by consent of shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial portion of the Intellectual Property or a substantial portion of the business or other assets, rights or properties of the Company, other than licenses to end users in the Ordinary Course of Business. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore Touchstone’s shareholders with respect to, or that would reasonably be expected to result in, an Acquisition Proposal. Without limiting the foregoing, any action or conduct by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a) if taken by the Company, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach of this Section 6.2(a) by the Company.

No Solicitation of Other Proposals. (a) From Notwithstanding anything in the Effective Date until Existing Stockholders Agreement to the contrary, except as expressly permitted by the terms of this Agreement, prior to the earlier of the Effective Time Closing or the termination of this Agreement in accordance with its termspursuant to Section 7.1, neither the Company nor any Stockholder Party shallSeller shall not, nor directly or indirectly, take (and the Seller shall such Person permit any of their respective Affiliates or Subsidiaries to not authorize or permit any of its respective stockholdersRepresentatives or, directorsto the extent within the Seller's control, officers, employees, consultants, advisors, representatives or agents (collectively, the “Company Representatives”other Affiliates to take) to, directly or indirectly, any action to (i) encourage (including by way of furnishing non-public information), solicit, initiateinitiate or facilitate any Takeover Proposal, entertain(ii) enter into any agreement with respect to any Takeover Proposal or enter into any agreement, knowingly facilitate arrangement or encourageunderstanding requiring the Seller to abandon, terminate or fail to consummate the Bexil Sale or any other transaction contemplated by this Agreement, or (iii) participate in any way in discussions or negotiations with, or furnish any information to, any Person in connection with, or take any other action to solicit, initiate, entertain or knowingly facilitate or encourage, any inquiries regarding or the making of any proposal that constitutes, or offer that constitutes or would could reasonably be expected to result lead to, any Takeover Proposal, provided, however, if at any time prior to obtaining the Required Vote, the Seller receives a bona fide written Superior Proposal with respect to which the Board of Directors determines in an Acquisition good faith, after consulting with outside counsel, that to do so is necessary or advisable to comply with the directors' duties to the Seller and its stockholders under applicable Law, then to that extent (and only to that extent), the Seller and its directors, officers and other Representatives may, in response to such Superior Proposal: (A) furnish non-public information with respect to the Seller and York (in the Seller's possession) to the Person making such Superior Proposal (as defined hereinand to such Person's Representatives), but only if: (1) or such Person enters into a confidentiality agreement with the Seller on terms not more favorable to the other party than the Confidentiality Agreement; and (ii2) concurrently with the delivery to such Person, the Seller delivers to Buyer Parties all such information relating to such Superior Proposal not previously provided to Buyer Parties; and (B) participate in discussions and negotiations with such Person (and with such Person's Representatives) regarding such Superior Proposal. (b) In addition to the other obligations of the Seller set forth in this Section 5.3, promptly after any executive officer or engage in director of the Seller becomes aware that any proposal has been received by, any information has been requested from, or any discussions or negotiations have been sought to be initiated or continued with, the Seller in respect of any Takeover Proposal, the Seller shall advise Buyer Parties of such proposal, request or provide other contact within twenty-four (24) hours of receipt of such proposal, request or contact, shall furnish to Buyer Parties copies of any information such proposal or inquiry, if it is in writing, or a written summary of any such proposal or inquiry, if it is not in writing and shall keep Buyer Parties fully informed on a prompt basis with respect to any developments with respect to the foregoing. (c) Except as expressly permitted by this Section 5.3(c): (i) the Board of Directors shall not withdraw or take modify, or propose publicly to withdraw or modify, in a manner adverse to Buyer Parties, the Board Recommendation, (ii) neither the Board of Directors nor any committee thereof (including the Special Committee) shall approve or recommend, or propose publicly to approve or recommend, any Takeover Proposal, and (iii) neither the Board of Directors nor any committee thereof (including the Special Committee) shall authorize or cause the Seller to enter into any letter of intent, agreement in principle, memorandum of understanding, merger, acquisition, purchase or joint venture agreement related to any Takeover Proposal. Notwithstanding the foregoing or any other action with the intent to facilitate the efforts of, any Person concerning any Acquisition Proposal or any inquiry which would reasonably be expected to result in an Acquisition Proposal. For purposes provision of this Agreement, but subject to the term “Acquisition procedures set forth in Section 5.3(d), (A) if at any time prior to obtaining the Required Vote the Seller receives a bona fide written Superior Proposal” shall mean , the Board of Directors may withdraw or modify the Board Recommendation, any inquirycommittee of the Board of Directors (including the Special Committee) may withdraw or modify its recommendation with respect to this Agreement and the Board of Directors may recommend a Superior Proposal, proposal if the Board of Directors (or offer from any Person committee thereof to which authority to make such determination has been delegated in accordance with Maryland Law) determines in good faith after consulting with outside counsel, that such withdrawal, modification or recommendation is necessary or advisable to comply with its duties to the Seller and its stockholders under applicable Law and (B) the Board of Directors may, contemporaneously with the termination of this Agreement pursuant to Section 7.1(a)(x), cause the Seller to enter into a letter of intent, agreement in principle, memorandum of understanding, merger, acquisition, purchase or joint venture agreement or other agreement related to any Superior Proposal (other than Parent, Merger Sub or any a confidentiality agreement as contemplated by Section 5.3(a)). (d) If the Board of their Affiliates) relating Directors shall have determined to recommend to the stockholders of the Seller that they approve a Superior Proposal pursuant to Section 5.3(c): (i) any merger, consolidation, reorganization or other direct or indirect business combination, recapitalization, liquidation, winding-up of, or similar transaction, involving the CompanySeller shall immediately provide Buyer Parties oral notice of such Superior Proposal and a written notice that describes the material terms of such Superior Proposal and the parties thereto, (ii) Buyer Parties shall have the issuance right (but Buyer Parties shall not be obligated), at any time during the five (5) business days following receipt of such written notification from the Seller, to propose adjustments in the terms and conditions of this Agreement or acquisition of shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Companyto propose an alternate transaction, and (iii) if Buyer Parties propose an adjustment to the terms of this Agreement or an alternate transaction within such five (5) business days, the Board of Directors shall consider in good faith (in consultation with the Seller Financial Advisor) such proposal from Buyer Parties prior to (A) withdrawing or modifying the Board Recommendation or any tenderother recommendation with respect to this Agreement, exchange offer (B) recommending such Superior Proposal to the Seller's stockholders or other offer or bid that if consummated would result in (C) terminating this Agreement pursuant to Section 7.1(a)(x). The Seller shall not take any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% actions set forth in clause (iii)(A), clause (iii)(B) or more of any class clause (iii)(C) of the outstanding capital stock or voting power immediately preceding sentence until (x) the Seller has delivered to Buyer Parties the notice required by clause (i) of the Company immediately preceding sentence and (y) the five (5) business day period set forth in clause (ii) of the immediately preceding sentence has elapsed and either (1) the Seller has not received, or received notice of, a proposal from Buyer Parties complying with clause (ii) of the immediately preceding sentence or (iv2) the sale, lease, exchange, license Seller has received such a proposal from Buyer Parties and the Board of Directors has considered such proposal in good faith (whether exclusive or notin consultation with the Seller Financial Advisor), or other disposition of a substantial portion of the Intellectual Property or a substantial portion of the business or other assets, rights or properties of the Company, other than licenses to end users in the Ordinary Course of Business. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate 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 result in, an Acquisition Proposal. Without limiting the foregoing, any action or conduct by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a) if taken by the Company, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach of this Section 6.2(a) by the Company.

No Solicitation of Other Proposals. (a) From and after the Effective Date date hereof until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 8 hereof, except as set forth in accordance with Section 11 of this Agreement, Shareholder, in his, her or its termscapacity as a shareholder of BFTL, neither the Company nor any Stockholder Party shallshall not, nor shall such Person permit Shareholder authorize any partner, officer, director, advisor or Representative of, such Shareholder or any of their respective his, her or its Affiliates or Subsidiaries to authorize or permit (and, to the extent applicable to Shareholder, such Shareholder shall use commercially reasonable efforts to prohibit any of his, her or its respective stockholders, directors, officers, employees, consultants, advisors, representatives Representatives or agents (collectively, the “Company Representatives”) Affiliates to, directly or indirectly), (ia) initiate, solicit, initiate, entertain, induce or knowingly facilitate or encourage, or knowingly take any action to solicit, initiate, entertain or knowingly facilitate or encouragethe making of, any inquiries regarding inquiry, offer or the making of any proposal which constitutes, or offer that constitutes or would could reasonably be expected to result in lead to, an Acquisition Proposal Proposal, (as defined herein) or (iib) participate or engage in any discussions or negotiations withregarding any Acquisition Proposal, or provide furnish, or otherwise afford access, to any person (other than FXNC or First Bank) any information or data with respect to BFTL or take any other action with the intent otherwise relating to facilitate the efforts of, any Person concerning any Acquisition Proposal or any inquiry which would reasonably be expected to result in an Acquisition Proposal. For purposes , (c) enter into any agreement, agreement in principle, letter of this Agreementintent, the term “memorandum of understanding or similar arrangement with respect to an Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (d) solicit proxies with respect to an Acquisition Proposal (other than Parentthe Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger Sub or any in accordance with the terms of their Affiliates) relating to (i) any merger, consolidation, reorganization or other direct or indirect business combination, recapitalization, liquidation, winding-up ofthe Merger Agreement, or similar transaction, involving the Company, (iie) the issuance initiate a shareholders’ vote or acquisition action by consent of shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial portion of the Intellectual Property or a substantial portion of the business or other assets, rights or properties of the Company, other than licenses to end users in the Ordinary Course of Business. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore BFTL’s shareholders with respect to, or that would reasonably be expected to result in, an Acquisition Proposal. Without limiting the foregoing, any action or conduct by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a) if taken by the Company, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach of this Section 6.2(a) by the Company.

No Solicitation of Other Proposals. (a) From the Effective Date date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, neither the Company nor any Stockholder Party shallshall not, nor shall such Person permit any of their respective Affiliates or Subsidiaries to it authorize or permit any of its respective stockholders, officers, directors, officers, employees, consultants, advisors, representatives or agents (collectively, the “Company Representatives”"COMPANY REPRESENTATIVES") to, directly or indirectly, to (i) solicit, facilitate, initiate, entertain, knowingly facilitate or encourage, encourage or take any action to solicit, facilitate, initiate, entertain or knowingly facilitate or encourage, any inquiries regarding or communications or the making of any proposal or offer that constitutes or would reasonably be expected to result in may constitute an Acquisition Proposal (as defined herein) or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person person concerning any possible Acquisition Proposal or any inquiry or communication which would might reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” "ACQUISITION PROPOSAL" shall mean any inquiry, proposal or offer from any Person person (other than Parent, Merger Sub or any of their Affiliatesaffiliates) relating to (i) any merger, consolidation, reorganization recapitalization, liquidation or other direct or indirect business combination, recapitalization, liquidation, winding-up of, combination or similar transactionreorganization, involving the Company, (ii) Company or the issuance or acquisition of shares of capital stock or other equity securities of the Company representing 1050% or more of any class of the outstanding capital stock or voting power other securities of the Company, (iii) Company or any tender, tender or exchange offer or other offer or bid that if consummated would result in any Personperson, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 1050% or more of any class of the outstanding capital stock or voting power other securities of the Company Company, or (iv) the sale, lease, lease exchange, license (whether exclusive or not), or other disposition of a substantial portion of the Intellectual Property or a substantial any significant portion of the business or other assets, rights or properties assets of the Company, or any other than licenses transaction, the consummation of which could reasonably be expected to end users in impede, interfere with, prevent or materially delay the Ordinary Course consummation of Businessthe transactions contemplated hereby or which would reasonably be expected to diminish significantly the benefits to Parent of the transactions contemplated hereby. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate and cause to be terminated, terminated all existing discussions or negotiations with any Persons persons conducted heretofore with respect to, or that would could reasonably be expected to result inlead to, an Acquisition Proposal. Without limiting the foregoing, any action or conduct by any Affiliate or Subsidiary The Company will notify Parent promptly of the Company or Company Stockholder party hereto or existence and material terms of any Company Representative that would be a violation of this Section 6.2(a) if taken by the Company, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach of this Section 6.2(a) by the CompanyAcquisition Proposal.

No Solicitation of Other Proposals. (a) From the Effective Date date hereof until the earlier of the Effective Time Closing Date or the termination of this Agreement in accordance with its terms, neither the Company nor any Stockholder Party shallnone of Seller, nor shall such Person permit Seller Parent or any of their respective Affiliates or Subsidiaries to authorize or permit any of its respective stockholders, directors, officers, employees, consultants, advisors, representatives or agents Representatives (collectively, the “Company Seller Representatives”) to), shall directly or indirectly, (i) solicit, facilitate, initiate, entertain, knowingly facilitate or encourage, encourage or take any action to solicit, facilitate, initiate, entertain or knowingly facilitate or encourage, any inquiries regarding or communications or the making of any proposal or offer that constitutes or would reasonably be expected to result in may constitute an Acquisition Proposal (as defined herein) or Proposal, (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry which would or communication that might reasonably be expected to result in an Acquisition Proposal or (iii) approve or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub or any of Buyer and its Affiliates and their Affiliatesrespective Representatives) relating to (i) any the acquisition, merger, consolidation, reorganization recapitalization or other direct or indirect business combination, recapitalization, liquidation, winding-up ofshare exchange of Seller, or similar transaction, involving the Company, (ii) the issuance any acquisition or acquisition of shares of capital stock or other equity securities of the Company representing 10% or more license of any class of the outstanding capital stock or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial material portion of the Intellectual Property or a substantial portion assets of the business or other assets, rights or properties of the Company, other than licenses to end users in the Ordinary Course of Business. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that any purchase of any equity securities or interests (or instruments convertible into equity securities or interests) of Seller, or any other transaction, the consummation of which would reasonably be expected to result inimpede, an Acquisition Proposalinterfere with, prevent or materially delay the consummation of the transactions contemplated hereby. Without limiting the foregoing, it is agreed that any action or conduct violation of the restrictions set forth above by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a) if taken by the CompanySeller Representative, whether or not such Person is purporting to act on behalf of the CompanySeller, shall be deemed to be a breach of this Section 6.2(a) by the Company.6.6

No Solicitation of Other Proposals. (a) From the Effective Date date hereof until the earlier of the Effective Time Closing or the earlier termination of this Agreement in accordance with its termspursuant to Article VIII hereof, neither the Company nor any Stockholder Party shalland the Company Subsidiaries shall not, nor and shall such Person permit any of cause their respective Affiliates or Subsidiaries to authorize or permit any of its respective stockholders, directors, officers, employees, consultants, advisors, representatives or agents (collectively, the “Company Representatives”) not to, directly or indirectly, : (ia) solicit, initiate, entertainfacilitate, knowingly facilitate or encourage, initiate or take any action to solicit, initiate, entertain or knowingly facilitate or encourage, any inquiries regarding or communications or the making of any proposal or offer that constitutes or would reasonably be expected to result in may constitute an Acquisition Proposal Proposal, (as defined herein) or (iib) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal Proposal, or (c) approve or enter into any inquiry which would reasonably be expected letter of intent, agreement in principle, acquisition agreement or other similar agreement related to result in an any Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than ParentPurchaser and its Affiliates and representatives) relating to the acquisition, Merger Sub merger, recapitalization or share exchange of the Company or any of the Company Subsidiaries, or any acquisition or license of any material portion of the Company or any of the Company Subsidiaries, or any purchase of any equity securities or interests (or instruments convertible into equity securities or interests) of the Company or any of the Company Subsidiaries. The Company will promptly, but not later than twenty four (24) hours following the occurrence of the relevant event, notify the Purchaser orally and in writing if any inquiries, proposals, or requests for information concerning an Acquisition Proposal are received by the Company, any of the Company Subsidiaries, any Stockholder or Optionholder or any of their Affiliates) relating to (i) any mergerAffiliates or their respective representatives. The written notice shall include the identity of the Person making such inquiry, consolidation, reorganization or other direct or indirect business combination, recapitalization, liquidation, winding-up ofproposal, or similar transaction, involving request and the Company, (ii) the issuance terms and conditions thereof as well as a copy of such inquiry proposal or acquisition of shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial portion of the Intellectual Property or a substantial portion of the business or other assets, rights or properties of the Company, other than licenses to end users in the Ordinary Course of Business. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate 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 result in, an Acquisition Proposal. Without limiting the foregoing, any action or conduct by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a) if taken by the Company, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach of this Section 6.2(a) by the Companyrequest.

No Solicitation of Other Proposals. (a) From the Effective Date until the earlier of the Effective Time or the termination of this Agreement in accordance with its termsThe Company agrees that it shall not, neither the Company nor any Stockholder Party shall, nor and shall such Person permit any of their respective Affiliates or Subsidiaries to not authorize or permit any of its respective stockholdersSubsidiaries or any of its, or its Subsidiaries’, directors, officers, employees, consultants, advisors, agents or representatives or agents (collectively, the “Company Representatives”) to, directly or indirectly, (i) solicit, initiate, entertainknowingly encourage, knowingly facilitate or encourage, or take any action to solicitfacilitate, initiate, entertain or knowingly facilitate furnish or encouragedisclose nonpublic information in furtherance of, any inquiries regarding or the making of any offer or proposal regarding any Acquisition Proposal, or offer that constitutes or would reasonably be expected to result in an Acquisition Proposal (as defined herein) or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts ofto, any Person (other than Parent and its Affiliates or representatives) concerning any Acquisition Proposal, or enter into any definitive agreement, arrangement or understanding for any Acquisition Proposal or any inquiry which would reasonably be expected to result requiring it, in connection with an Acquisition Proposal, to abandon, terminate or fail to consummate the Merger or any of the other transactions contemplated hereby, or make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal. (b) The Company immediately will notify any Persons invited to submit offers for the acquisition of the Company that it has ceased, and the Company shall cease, and shall cause its Representatives and Subsidiaries and its Subsidiaries’ Representatives to cease, all activities, discussions and negotiations with any individual or entity conducted heretofore with respect to any proposal for an Acquisition Proposal and request the return or destruction of all confidential information regarding the Company or its Subsidiaries provided to any such individual or entity prior to the date of this Agreement pursuant to the terms of any confidentiality agreements, and the Company shall enforce, and shall not waive any of the provisions of, any such confidentiality agreement. (c) From and after the execution of this Agreement, the Company shall advise Parent within the Notice Period (as defined below) of the receipt, directly or indirectly, of any inquiries, discussions, negotiations or proposals relating to an Acquisition Proposal (including a summary of the material and significant terms and conditions thereof and the identity of the other individual or entity or individuals or entities involved), or its receipt of any request for information from any Governmental Authority with respect to an Acquisition Proposal, and promptly furnish to Parent a copy of any such request for information or written proposal in addition to a copy of any information (to the extent not already provided to Parent) provided to or by any third-party relating thereto. For purposes of this Agreement, the term “Acquisition ProposalNotice Period” shall mean any inquiry, proposal (x) with respect to written inquiries or offer from any Person (other than Parent, Merger Sub or any of their Affiliates) relating to (i) any merger, consolidation, reorganization proposals or other direct written materials, written notice as promptly as practicable and in no event later than twenty-four (24) hours after receipt thereof and (y) with respect to oral inquiries, discussions, negotiations or indirect business combinationproposals, recapitalization, liquidation, windingoral notice as promptly as practicable and in no event later than twenty-up of, or similar transaction, involving the Company, four (ii24) the issuance or acquisition of shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates hours after receipt thereof, beneficially owning shares followed by written notice in no event later than one (1) business day after receipt of capital stock such oral inquiries, discussions, negotiations or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial portion of the Intellectual Property or a substantial portion of the business or other assets, rights or properties of the Company, other than licenses to end users in the Ordinary Course of Business. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate 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 result in, an Acquisition Proposal. Without limiting the foregoing, any action or conduct by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a) if taken by the Company, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach of this Section 6.2(a) by the Companyproposals.

No Solicitation of Other Proposals. (a) From the Effective Date date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, neither the Company nor any Stockholder Party shallshall not, nor shall such Person it permit any of their respective its Affiliates or Subsidiaries to to, nor shall it authorize or permit any of its or their respective stockholders, directors, officers, employees, consultants, advisors, representatives or agents (collectively, the “Company Representatives”) to, directly or indirectly, (i) solicit, facilitate, initiate, entertain, knowingly facilitate or encourage, encourage or take any action to solicit, facilitate, initiate, entertain or knowingly facilitate or encourage, any inquiries or communications regarding or the making of any proposal or offer that constitutes or would reasonably be expected to result in may constitute an Acquisition Proposal (as defined herein) or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication which would might reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub or any of their Affiliates) relating to (i) any merger, consolidation, reorganization or other direct or indirect business combination, recapitalization, liquidation, winding-up of, or similar transaction, involving the CompanyCompany or any Subsidiary, (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any Subsidiary representing 1025% or more of any class of the outstanding capital stock or voting power of the CompanyCompany or such Subsidiary, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company or any Subsidiary representing 1025% or more of any class of the outstanding capital stock or voting power of the Company or such Subsidiary, (iv) the sale, lease, exchange, license (whether exclusive or not), assignment, transfer or other disposition of a substantial portion of the Intellectual Property or a substantial portion of the business or other assets, rights or properties assets of the CompanyCompany or any Subsidiary, or (v) any other than licenses transaction, the consummation of which could reasonably be expected to end users in impede, interfere with, prevent or materially delay the Ordinary Course consummation of Businessthe transactions contemplated hereby or which would reasonably be expected to diminish significantly the benefits to Parent or its Affiliates of the transactions contemplated hereby. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective its Subsidiaries and all Company Representatives to immediately terminate and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that would could reasonably be expected to result inlead to, an Acquisition Proposal. The Company shall take all reasonable actions to ensure that each Company Representative complies with the provisions of this Section 4.2(a). Without limiting the foregoing, any action or conduct by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a4.2(a) if taken by the Company, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach of this Section 6.2(a4.2(a) by the Company.

No Solicitation of Other Proposals. (a) From the Effective Date date hereof until the earlier of the Effective Time or Time, the termination of this Agreement or such earlier date as Parent shall have notified the Company or the Sole Shareholder that it no longer wishes to pursue the transactions contemplated herein in accordance with its terms, neither the Company nor any Stockholder Party shalland the Sole Shareholder shall not, nor shall such Person they permit any of their respective the Company's Affiliates or Subsidiaries to to, nor shall they authorize or permit any of its respective stockholders, officers, directors, officers, employees, consultants, advisors, representatives or agents of the Company (collectively, the “"Company Representatives”") to, directly or indirectly, to (i) solicit, facilitate, initiate, entertain, knowingly facilitate or encourage, encourage or take any action to solicit, facilitate, initiate, entertain or knowingly facilitate or encourage, any inquiries regarding or communications or the making of any proposal or offer that constitutes or would reasonably be expected to result in may constitute an Acquisition Proposal (as defined herein) or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication which would might reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “"Acquisition Proposal” " shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub or any of their Affiliates) relating to (i) any merger, consolidation, reorganization recapitalization, liquidation or other direct or indirect business combination, recapitalization, liquidation, winding-up of, combination or similar transactionreorganization, involving the Company, (ii) Company or any Subsidiary or the issuance or acquisition of shares of capital stock or other equity securities of the Company or any Subsidiary representing 10% or more of any class of the outstanding capital stock or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock such Subsidiary or voting power of the Company or (iv) the sale, lease, lease exchange, license license, (whether exclusive or not), or other disposition of a substantial any significant portion of the Intellectual Property Property, or a substantial any significant portion of the business or other assets, rights or properties assets of the CompanyCompany or any Subsidiary, or any other than licenses transaction, the consummation of which could reasonably be expected to end users in impede, interfere with, prevent or materially delay the Ordinary Course consummation of Businessthe transactions contemplated hereby or which would reasonably be expected to diminish significantly the benefits to Parent or its Affiliates of the transactions contemplated hereby. The Company and each Stockholder Party the Sole Shareholder shall immediately cease and cause to be terminated, terminated and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate and cause to be terminated, terminated all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that would could reasonably be expected to result inlead to, an Acquisition Proposal. The Company and the Sole Shareholder shall promptly notify each Company Representative of its obligations under this Section 4.2. Without limiting the foregoing, it is agreed that any action or conduct violation of the restrictions set forth above by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a) if taken by the CompanyRepresentative, whether or not such Person is purporting to act on behalf of the CompanyCompany or the Sole Shareholder, shall be deemed to be a breach of this Section 6.2(a4.2(a) by the CompanyCompany and the Sole Shareholder.

No Solicitation of Other Proposals. (a) From the Effective Date date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, neither the Company nor any Stockholder Party shallshall not, nor shall such Person the Company permit any of their respective its Affiliates or Subsidiaries to to, nor shall it authorize or permit any of its or their respective stockholders, directors, officers, employees, consultants, advisors, representatives or agents (collectively, the “Company Representatives”) to), directly or indirectly, (i) solicit, facilitate, initiate, entertain, knowingly facilitate or encourage, encourage or take any action to solicit, facilitate, initiate, entertain or knowingly facilitate or encourage, any inquiries or communications regarding or the making of any proposal or offer that constitutes or would reasonably be expected to result in may constitute an Acquisition Proposal (as defined herein) ), or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication which would might reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub or any of their Affiliates) relating to (i) any merger, consolidation, reorganization or other direct or indirect business combination, recapitalization, liquidation, winding-up of, or similar transaction, involving the CompanyCompany or any Subsidiary, (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any Subsidiary representing 10% or more of any class of the outstanding capital stock or voting power of the CompanyCompany or such Subsidiary, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company or any Subsidiary representing 10% or more of any class of the outstanding capital stock or voting power of the Company or such Subsidiary, (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial portion of the Intellectual Property or a substantial portion of the business or other assets, rights or properties assets of the CompanyCompany or any Subsidiary, or (v) any other than licenses transaction, the consummation of which could reasonably be expected to end users in impede, interfere with, prevent or materially delay the Ordinary Course consummation of Businessthe Merger or any of the other transactions contemplated hereby or which would reasonably be expected to diminish significantly the benefits to Parent or its Affiliates of the Merger or any of the other transactions contemplated hereby. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective its Subsidiaries and all Company Representatives to immediately terminate and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that would could reasonably be expected to result inlead to, an Acquisition Proposal. The Company shall take and cause all of its Subsidiaries to take all reasonable actions to ensure that each Company Representative complies with the provisions of this Section 6.2(a). Without limiting the foregoing, any action or conduct by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a) if taken by the Company, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach of this Section 6.2(a) by the Company.

No Solicitation of Other Proposals. (a) From the Effective Date date hereof until the earlier of the Effective Time Closing Date or the termination of this Agreement in accordance with its terms, neither the Company nor any Stockholder Party shallshall not, nor shall such Person it permit any of their respective Affiliates or its Subsidiaries to to, nor shall it authorize or permit any of its respective stockholdersofficers, directors, officers, executive employees, consultants, advisors, representatives or agents (collectively, the “Company Representatives”) directly or indirectly to, directly initiate or indirectly, (i) solicit, initiate, entertain, knowingly facilitate or encourage, or take any action to initiate or solicit, initiate, entertain or knowingly facilitate or encourage, any inquiries regarding or communications or the making of any proposal or offer that constitutes or would reasonably be expected to result in an Acquisition Proposal may constitute a merger, consolidation, business combination, sale of all or substantially all of the assets, sale of control (as defined hereinincluding without limitation by way of a tender offer) or similar transactions involving the Company (ii) participate any such proposal or engage offer referred to herein as an “Acquisition Proposal”), provided, that, nothing contained in any this Section 5.1 shall prohibit the Company’s Board of Directors or officers from furnishing information to or entering into discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any Acquisition Proposal or any inquiry which would reasonably be expected that makes an unsolicited bona fide proposal related to result in an Acquisition Proposal, if: the Company’s Board of Directors determines in good faith, after receiving advice from its financial advisor(s) and outside counsel, that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders under applicable law. For purposes Notwithstanding the foregoing, if the Board of Directors of the Company receives an Acquisition Proposal which (a) the Board of Directors determines in good faith (after consulting with its financial advisor(s) and outside legal counsel), taking into account the legal, financial, regulatory, timing and other aspects of the Acquisition Proposal and the Person making the Acquisition Proposal (including the Break Up Fees),will provide greater value to the Company and its shareholders from a financial point of view than the transaction contemplated by this Agreement, (b) is fully financed or reasonably capable of being fully financed, and (c) is reasonably capable of being consummated on the term “terms proposed in a timely manner (such other Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parenta “Superior Proposal”), Merger Sub or any the Board of their Affiliates) relating to (i) any merger, consolidation, reorganization or other direct or indirect business combination, recapitalization, liquidation, winding-up of, or similar transaction, involving the Company, (ii) the issuance or acquisition of shares of capital stock or other equity securities Directors of the Company representing 10% may approve a Superior Proposal or more terminate this Agreement in accordance with Section 7; provided, that, at least 5 Business Days prior to taking any such action, the Company gives written notice thereof to Purchaser, setting forth in reasonable detail, the material terms and conditions of any class such Superior Proposal, during which 5 Business Day period, Purchaser may propose to match such Superior Proposal or propose an improved transaction to the Board of the outstanding capital stock or voting power Directors of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial portion of the Intellectual Property or a substantial portion of the business or other assets, rights or properties of the Company, other than licenses to end users in the Ordinary Course of Business. The Company and shall promptly notify each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate 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 result in, an Acquisition Proposal. Without limiting the foregoing, any action or conduct by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of its obligations under this Section 6.2(a) if taken by the Company, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach of this Section 6.2(a) by the Company5.1.

No Solicitation of Other Proposals. (a) From the Effective Date date hereof until the earlier of the Effective Time Closing or the termination of this Agreement in accordance with its terms, neither none of the Company Companies nor any Stockholder Party Seller shall, nor shall such Person authorize or permit any of their respective Affiliates or Subsidiaries to authorize or permit any of its respective stockholdersofficers, directors, officers, employees, consultants, advisors, representatives or agents (collectively, the “Company Representatives”) to, directly or indirectlyindirectly to, (i) solicit, facilitate, initiate, entertain, knowingly facilitate or encourage, encourage or take any action to solicit, initiatefacilitate, entertain or knowingly facilitate initiate or encourage, any inquiries regarding or communications or the making of any proposal or offer that constitutes or would reasonably be expected to result in may constitute an Acquisition Proposal (as defined herein) or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication which would might reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub Buyer or any of their its Affiliates) relating to (i) any merger, consolidation, reorganization recapitalization, liquidation or other direct or indirect business combination, recapitalization, liquidation, winding-up of, combination or similar transactionreorganization, involving the Company, (ii) either Company or the issuance or acquisition of shares of capital stock or other equity securities of the either Company representing 10% or more of any class of the outstanding capital stock tender or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% either Company, or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial portion of the Intellectual Property or a substantial any significant portion of the business or other assetsassets of either Company, rights or properties any other transaction, the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Company, other than licenses transactions contemplated hereby or which would reasonably be expected to end users in diminish significantly the Ordinary Course benefits to Buyer or its Affiliates of Businessthe transactions contemplated hereby. The Each Company and each Stockholder Party shall immediately cease and cause to be terminated, terminated and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate and cause to be terminated, terminated all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that would could reasonably be expected to result inlead to, an Acquisition Proposal. The Companies shall promptly notify each Company Representative of its obligations under this Section 6.6. Without limiting the foregoing, it is agreed that any action or conduct violation of the restrictions set forth above by any Affiliate or Subsidiary of the either Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a) if taken by the CompanyRepresentative, whether or not such Person is purporting to act on behalf of the either Company, shall be deemed to be a breach of this Section 6.2(a) 6.6 by the CompanyCompanies.

No Solicitation of Other Proposals. (a) From the Effective Date until date of this Agreement through the Closing or the earlier of the Effective Time or the termination of this Agreement in accordance with its termsAgreement, neither the Company nor any Stockholder Party shalland the Company Securityholders will not, nor shall such Person permit any of and will cause their respective Affiliates or Subsidiaries to authorize or permit any of its respective stockholdersand Representatives (including investment bankers, directorsattorneys, officersand accountants), employees, consultants, advisors, representatives or agents (collectively, the “Company Representatives”) not to, directly or indirectly, (i) enter into, solicit, initiate, entertain, knowingly facilitate or encourage, or take any action to solicit, initiate, entertain or knowingly facilitate or encourage, any inquiries regarding or the making of any proposal or offer that constitutes or would reasonably be expected to result in an Acquisition Proposal (as defined herein) or (ii) participate or engage in continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to to, or take otherwise cooperate in any other action with the intent to facilitate the efforts ofway with, any Person or group other than Parent, the Purchaser and their Representatives, concerning any Acquisition Proposal sale of all or a portion of the Company’s assets, or of any securities of the Company, or any inquiry which would reasonably be expected to result in an merger, consolidation, liquidation, dissolution, or similar transaction involving the Company (each such transaction, a “Proposed Acquisition ProposalTransaction”). For purposes The Company and the Company Securityholders will not, and will cause their respective Affiliates and Representatives not to, directly or indirectly, solicit, initiate, or encourage the submission of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub or any of their Affiliates) relating to (i) any mergerProposed Acquisition Transaction or participate in any negotiations regarding, consolidation, reorganization or furnish to any other direct or indirect business combination, recapitalization, liquidation, winding-up person any information with respect to the Company for the purposes of, or similar transactionotherwise cooperate in any way with, involving or assist or participate in, facilitate or encourage, any effort or attempt by any other person to seek or effect a Proposed Acquisition Transaction The Company will promptly advise any such prospective purchaser or soliciting party, by written notice (with a confidential copy to Parent and the CompanyPurchaser), (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial portion of the Intellectual Property or a substantial portion of the business or other assets, rights or properties of the Company, other than licenses to end users in the Ordinary Course of Business. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate 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 result in, an Acquisition Proposal. Without limiting the foregoing, any action or conduct by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation existence of this Section 6.2(a‎6.2 and will promptly (within one (1) Business Day) following becoming aware of such Proposed Acquisition Transaction notify Parent and the Purchaser (orally and in writing) if taken by any such offer, or any inquiry or contact with any Person with respect thereto, is made and will provide Parent and the CompanyPurchaser with a copy of such offer and the terms of any proposal, whether or not such Person is purporting to act on behalf including the identity of the Companyprospective purchaser or soliciting party, shall be deemed to be a breach and will keep Parent and the Purchaser informed on the status of this Section 6.2(a) by the Companysuch offer.

No Solicitation of Other Proposals. (a) From the Effective Date date hereof until the earlier to occur of the Effective Time or and the termination of this Agreement in accordance with pursuant to its terms, neither the Company nor any Stockholder Party shallshall not, nor shall such Person the Company permit any of their respective its Affiliates or Subsidiaries to authorize to, nor shall it authorize, direct or permit any of its respective stockholdersEquityholders, directors, officers, employees, consultants, advisors, representatives or agents (collectively, with Affiliates of the Company, the “Company Representatives”) to, directly or indirectly, (i) solicit, facilitate, initiate, entertain, knowingly facilitate or encourage, encourage or take any action to solicit, initiatefacilitate, entertain initiate or knowingly facilitate or encourage, any inquiries or communications regarding or the making of any proposal or offer that constitutes or would reasonably be expected to result in may constitute an Acquisition Proposal (as defined herein) Proposal, or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication which would reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub or any of their Affiliates) relating to (i) any merger, consolidation, reorganization or other direct or indirect business combination, recapitalization, liquidation, winding-up of, or similar transaction, involving the Company, (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company representing 10% or more of any class or series of the outstanding capital stock or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in for any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or Company, (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial portion of the Intellectual Property of the Company or a substantial portion of the business or other assets, rights or properties assets of the Company, or (v) any other than licenses transaction, the consummation of which would reasonably be expected to end users in impede, interfere with, prevent or materially delay the Ordinary Course consummation of Businessthe Merger or any of the other transactions contemplated hereby or by the Related Agreement or which would reasonably be expected to diminish significantly the benefits to Parent or its Affiliates of the Merger or any of the other transactions contemplated hereby or by the Related Agreement. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that would could reasonably be expected to result inlead to, an Acquisition Proposal. The Company shall take all reasonable actions to ensure that each Company Representative complies with the provisions of this Section 6.2(a). Without limiting the foregoing, any action or conduct by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a) if taken by the Company, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach of this Section 6.2(a) by the Company.

No Solicitation of Other Proposals. (a) From the Effective Date date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, neither : (a) the Company nor any Stockholder Party shallshall not, nor shall such Person it permit any of their respective its Affiliates or Subsidiaries to to, nor shall it authorize or permit any of its respective stockholdersshareholders, directors, officers, employees, consultants, advisors, representatives or agents (collectively, the “Company Representatives”) to, directly or knowingly indirectly, (i) solicit, facilitate, initiate, entertain, knowingly facilitate or encourage, encourage or take any action to solicit, facilitate, initiate, entertain or knowingly facilitate or encourage, any inquiries or communications regarding or the making of any proposal or offer that constitutes or would reasonably be expected to result in may constitute an Acquisition Proposal (as defined herein) or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication which would might reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub UMC or any of their its Affiliates) relating to (i) any merger, consolidation, reorganization or other direct or indirect business combination, recapitalization, liquidation, winding-up of, or similar transaction, involving the CompanyCompany or any Subsidiary, (ii) the issuance or acquisition of capital shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the CompanySubsidiary, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning capital shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or Subsidiary, (iv) the sale, lease, exchange, license (whether exclusive or not), assignment, transfer or other disposition of a substantial portion of the Intellectual Property or a substantial portion of the business or other assets, rights or properties assets of the CompanyCompany or any Subsidiary, or (v) any other than licenses transaction, the consummation of which could reasonably be expected to end users in prevent or materially delay the Ordinary Course consummation of Businessthe transactions contemplated hereby. The Company and each Stockholder Party Best Elite shall immediately cease and cause to be terminated, and shall cause their respective its Subsidiaries and all Company Representatives to immediately terminate and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that would could reasonably be expected to result inlead to, an Acquisition Proposal. The Company shall take all commercially reasonable actions to ensure that each Company Representative complies with the provisions of this Section 4.2(a). Without limiting the foregoing, any action or conduct by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a4.2(a) if taken by the Company, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach of this Section 6.2(a4.2(a) by the Company.;

No Solicitation of Other Proposals. (a) From During the Effective Date until the earlier of the Effective Time or the termination of this Agreement in accordance with its termsInterim Period, neither the Company nor any Stockholder Party shall, nor shall such Person permit any of their respective Affiliates or Subsidiaries to authorize or permit any of its respective stockholders, directors, officers, employees, consultants, advisors, representatives or agents (collectively, the “Company Representatives”) tonot, directly or indirectly, through any officer, director, employee, investment banker, attorney, accountant or other advisor, representative or agent (each a "Company Representative"): (i) solicit, initiate, entertain, knowingly facilitate initiate or encourageencourage any inquiries or proposals that constitute, or take any action to solicit, initiate, entertain or knowingly facilitate or encourage, any inquiries regarding or the making of any proposal or offer that constitutes or would could reasonably be expected to result lead to, a proposal or offer for a merger, consolidation, share exchange, business combination, sale of substantial assets, sale of shares of capital stock consisting of at least 20% of the then currently outstanding shares (including, without limitation, pursuant to a tender offer) or similar transaction or series of transactions involving the Company and its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal (as defined herein) Proposal"); or (ii) participate or engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, any Acquisition Proposal; or (iii) agree to, approve or recommend any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (A) furnishing non-public information to, or entering into discussions or negotiations with, any Person in connection with an unsolicited bona fide written Acquisition Proposal by such Person or provide any information recommending such an unsolicited bona fide written Acquisition Proposal to or take any other action with the intent stockholders of the Company, if and only to facilitate the efforts extent that (y) the Board of Directors of the Company determines in good faith (after consultation with, and based upon the advice of, any Person concerning any its financial advisor) that such Acquisition Proposal or any inquiry which would reasonably be expected to would, if consummated, result in a transaction more favorable, from a financial point of view, to the Company's stockholders than the Merger and other transactions contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal") and the Board of Directors of the Company determines in good faith after consultation with, and based upon the advice of, its outside legal counsel that such action is necessary for the Company to comply with its fiduciary duties to its stockholders under applicable law and (z) prior to furnishing such non-public information to, or entering into discussions or negotiations with, such Person, the Company's Board of Directors receives from such Person an executed non-disclosure agreement with terms no less favorable to such party than those terms contained in the confidentiality agreement, dated as of August 6, 2002, between Parent and the Company (the "Confidentiality Agreement"); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regards to an Acquisition Proposal. For purposes of this AgreementNotwithstanding the foregoing, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub or any of their Affiliates) relating to (i) any merger, consolidation, reorganization or other direct or indirect business combination, recapitalization, liquidation, winding-up of, or similar transaction, involving if the Company's Board of Directors shall receive a bona fide, (ii) unsolicited Acquisition Proposal as to which financing is not committed and if the issuance or acquisition Company's Board of shares of capital stock or other equity securities Directors shall determine in good faith that such Acquisition Proposal would, but for the question of the Company representing 10% or more of any class financial capability of the outstanding capital stock or voting power proposed acquiror, constitute a Superior Proposal, then in such event the Company's Board of Directors and its financial advisor may, for the purpose of determining whether such proposal constitutes a Superior Proposal, conduct such limited inquiries of the Company, (iii) any tender, exchange offer or other offer or bid that if proponent of such Acquisition Proposal as are necessary for the sole purpose of ascertaining whether the proposed transaction is reasonably capable of being consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of by such proponent so as to constitute a substantial portion of the Intellectual Property or a substantial portion of the business or other assets, rights or properties of the Company, other than licenses to end users in the Ordinary Course of Business. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate 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 result in, an Acquisition Superior Proposal. Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action or conduct by inconsistent with any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a) if taken restrictions set forth in the preceding sentence by the Company, whether or not such Person is purporting to act anyone acting on behalf of any of the Company, shall be deemed to be constitute a breach of this Section 6.2(a) 4.2 by the Company for all purposes of this Agreement. (b) Upon compliance with the foregoing, following the Company's receipt of a Superior Proposal, the Company shall be entitled to: (i) withdraw, modify or refrain from making its recommendation referred to in Section 5.1(a)(v) and 5.2(d) and approve and recommend to the stockholders of the Company such Superior Proposal; and (ii) enter into an agreement with such Person concerning such Superior Proposal. (c) The Company shall notify Parent as soon as practicable (and in any event within 24 hours) after receipt by the Company (or after the Company learns of receipt by its advisors) of any Acquisition Proposal or any request for non-public information in connection with an Acquisition Proposal or for access to the properties, books or records of the Company by any Person that informs the Company that it is considering making, or has made, an Acquisition Proposal. Notwithstanding Section 8.2, such notice shall be made both orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. The Company shall notify Parent of any discussions with any such offeror within 24 hours of such discussions and shall disclose to Parent within such 24-hour period the substance of such discussions in reasonable detail. (d) The Company shall be entitled to provide copies of this Section 4.2 to third parties who, on an unsolicited basis after the date of this Agreement, contact the Company regarding an Acquisition Proposal, provided that Parent shall concurrently be notified of such contact and delivery of such copy.

No Solicitation of Other Proposals. (a) From the Effective Date date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, neither the Company nor any Stockholder Party shallshall not, nor shall such Person permit any of their respective Affiliates or Subsidiaries to it authorize or permit any of its respective stockholdersSubsidiaries, directors, officers, employees, consultants, advisors, representatives or agents agents, or any Stockholder party to the Consent Agreement (collectively, the “Company Representatives”) ), to, directly or indirectly, (i) solicit, facilitate, initiate, entertain, knowingly facilitate or encourage, encourage or take any action to solicit, initiatefacilitate, entertain or knowingly facilitate initiate or encourage, any inquiries or communications regarding or the making of any proposal or offer that constitutes or would reasonably be expected to result in may constitute an Acquisition Proposal (as defined herein) or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication which would might reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub or any of their Affiliates) relating to (i) any merger, consolidation, reorganization or other direct or indirect business combination, recapitalization, liquidation, winding-up of, or similar transaction, involving the CompanyCompany or its Subsidiary, (ii) the issuance or acquisition or offer of issuance or acquisition (including pursuant to any tender, exchange offer or other bid) of shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Companyits Subsidiary, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), subject to Section 5.1(b), or other disposition of a substantial portion of the Intellectual Property or a substantial portion of the business or other assets, rights or properties assets of the CompanyCompany or its Subsidiary, or (iv) any other than licenses transaction, the consummation of which could reasonably be expected to end users in materially impede, materially interfere with, prevent or materially delay the Ordinary Course consummation of Businessthe transactions contemplated hereby. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that would could reasonably be expected to result inlead to, an Acquisition Proposal. Without limiting the foregoing, any action or conduct by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of Nothing in this Section 6.2(a5.2(a) if taken by the Companyshall, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach to, prohibit the issuance of Common Stock issuable upon the exercise of Stock Options or Warrants or the conversion of the Preferred Stock outstanding on the date of this Section 6.2(a) by Agreement and in accordance with the Companyterms thereof in effect as of the date of this Agreement.

No Solicitation of Other Proposals. (a) From the Effective Date date hereof until the earlier of the Effective Time Closing Date or the termination of this Agreement in accordance with its terms, neither the Company nor any Stockholder Party shallSeller or the Parent, nor shall such Person permit any of their respective Affiliates or Subsidiaries to authorize or permit any of its their respective stockholders, directors, officers, employees, consultants, advisors, representatives or agents Representatives (collectively, the “Company Seller Representatives”) to), shall directly or indirectly, (i) solicit, facilitate, initiate, entertain, knowingly facilitate or encourage, or take any action to solicit, facilitate, initiate, entertain or knowingly facilitate or encourageentertain, any inquiries regarding or communications or the making of any proposal or offer that constitutes or would reasonably be expected to result in may constitute an Acquisition Proposal (as defined herein) or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any Acquisition Proposal or any inquiry which would reasonably be expected to result in an possible Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub or any of Buyer and its Affiliates and their Affiliatesrespective Representatives) relating to (i) any merger, consolidation, reorganization the acquisition of the Seller or other direct or indirect business combination, recapitalization, liquidation, winding-up ofthe Parent, or similar transaction, involving the Company, (ii) the issuance any acquisition or acquisition of shares of capital stock or other equity securities of the Company representing 10% or more license of any class of the outstanding capital stock or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial material portion of the Intellectual Property or a substantial portion assets of the business Seller or other assetsthe Parent, rights or properties any purchase of any equity securities or interests (or instruments convertible into equity securities or interests) of the CompanySeller or the Parent, or any other than licenses transaction, the consummation of which would reasonably be expected to end users in impede, interfere with, prevent or materially delay the Ordinary Course consummation of Businessthe transactions contemplated hereby. The Company Seller and each Stockholder Party the Parent shall immediately cease and cause to be terminated, terminated and shall cause their respective Subsidiaries and all Company Seller Representatives to immediately terminate and cause to be terminated, terminated all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that would reasonably be expected to result inlead to, an Acquisition Proposal; provided, however, that the Seller or the Parent may inform any such Person that Seller and Parent are bound to exclusivity during the foregoing period. Without limiting the foregoing, it is agreed that any action or conduct violation of the restrictions set forth above by any Affiliate or Subsidiary of the Company Seller or Company Stockholder party hereto the Parent or any Company Representative that would be a violation of this Section 6.2(a) if taken by the CompanySeller Representative, whether or not such Person is purporting to act on behalf of the CompanySeller, shall be deemed to be a breach of this Section 6.2(a) 5.6 by the CompanySeller and the Parent.

No Solicitation of Other Proposals. (a) From the Effective Date date of this Agreement until the earlier of the Effective Time Closing or the earlier termination of this Agreement in accordance with its terms, neither the Company nor any Stockholder Party shall, nor shall such Person permit any of their respective Affiliates or Subsidiaries pursuant to authorize or permit any of its respective stockholders, directors, officers, employees, consultants, advisors, representatives or agents (collectivelyArticle VII, the “Company Representatives”) to, Seller Entities shall not directly or indirectly, indirectly (ia) solicit, initiate, entertain, knowingly facilitate or encourage, negotiate or take discuss any action inquiries, proposals, discussions or offers from or with any Person (other than Parent or Buyer) or enter into any agreement with any such Person (other than Parent or Buyer) relating to, or consummate any Acquisition Proposal or (b) participate in any discussions or negotiations that any of them or any of their respective Representatives have been having with any Person (other than Parent or Buyer) that relate to solicitsuch matters (it being understood that any such discussions or negotiations shall immediately terminate on the date hereof) and shall not provide any such Person any additional information related to such matters or otherwise assist or participate in, initiate, entertain or knowingly facilitate or encouragein any other manner, any inquiries regarding effort or attempt by any Person to do or seek any of the making of foregoing. Additionally, the Seller Entities will notify Buyer as soon as practicable if any proposal Person makes any proposal, offer, inquiry to or offer contact with the Seller Entities which constitutes, or that constitutes or would reasonably be expected to result in lead to, an Acquisition Proposal (as defined herein) or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action together with the intent to facilitate the efforts ofmaterial terms and conditions of such proposal, any Person concerning any Acquisition Proposal offer, inquiry or any inquiry which would reasonably be expected to result in an Acquisition Proposalcontact. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub or any of Buyer and their Affiliatesrespective Affiliates and Representatives) relating to (i) any the acquisition, merger, consolidation, reorganization recapitalization or other direct or indirect business combination, recapitalization, liquidation, winding-up ofshare exchange of any Merger Entity, or similar transaction, involving the Company, (ii) the issuance any acquisition or acquisition of shares of capital stock or other equity securities of the Company representing 10% or more license of any class of the outstanding capital stock or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial material portion of the Intellectual Property assets of any Merger Entity or a substantial portion of the business or other assets, rights or properties of the Company, other than licenses to end users in the Ordinary Course of Business. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect toAcquired Assets, or that any purchase of any equity securities or interests (or instruments convertible into equity securities or interests) of any Merger Entity, or any other transaction, the consummation of which would reasonably be expected to result inimpede, an Acquisition Proposal. Without limiting interfere with, prevent or materially delay the foregoing, any action or conduct by any Affiliate or Subsidiary consummation of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a) if taken by the Company, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach of this Section 6.2(a) by the Companytransactions contemplated hereby.

No Solicitation of Other Proposals. (a) From the Effective Date until the earlier The Company shall, and shall direct its Representatives to, immediately cease any discussions, negotiations or written communications (other than communications solely directed at informing other parties of the Effective Time restrictions contained in this Section 5.2 and only in response to an inquiry from such other parties) with any party or parties that commenced prior to the termination execution of this Agreement with respect to any Competing Proposal. As used in accordance with its termsthis Agreement, neither a “Competing Proposal” means any proposal, offer or indication of interest (other than this Agreement and the Company nor Merger), whether in writing or otherwise, from any Stockholder Party shall, nor shall such Person permit any of their respective Affiliates or Subsidiaries to authorize or permit any of its respective stockholders, directors, officers, employees, consultants, advisors, representatives or agents (collectively, the “Company Representatives”) to, directly or indirectly, (i) solicit, initiate, entertain, knowingly facilitate or encourage, or take any action to solicit, initiate, entertain or knowingly facilitate or encourage, any inquiries regarding or the making of any proposal or offer that constitutes or would reasonably be expected to result in an Acquisition Proposal group (as defined hereinin Section 13(d)(3) or (iiof the Exchange Act) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any Acquisition Proposal or any inquiry which would reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub or any of their Affiliates) affiliates thereof (a “Competing Third Party”), relating to (i) any Material Change of Ownership; (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any Competing Third Party beneficially owning more than 20% of any class of equity or voting securities of the Company; or (iii) a merger, consolidation, reorganization or other direct or indirect share exchange, business combination, sale of a majority of the assets of the Company, reorganization, recapitalization, liquidation, winding-up of, dissolution or other similar transaction, transaction involving the Company. (b) Unless this Agreement shall have been validly terminated, (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company representing 10% shall not, nor shall it authorize or more of permit any class of the outstanding capital stock or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power Representative of the Company or its Subsidiaries to (ivi) the salesolicit, lease, exchange, license (whether exclusive initiate or not)knowingly encourage, or otherwise knowingly facilitate, directly or indirectly, any inquiries relating to, any Competing Proposal; (ii) directly or indirectly initiate or participate in any discussions, negotiations or communications (other disposition of a substantial portion than communications solely directed at informing other parties of the Intellectual Property restrictions contained in this Section 5.2 and only in response to an inquiry from such other parties) regarding any Competing Proposal; or a substantial portion (iii) furnish to any Competing Third Party any nonpublic information or data for the purpose of encouraging or facilitating, or provide access to the properties, offices, books, records, officers, directors or employees of the business Company for the purpose of encouraging or other assetsfacilitating, rights or properties of the Company, other than licenses to end users in the Ordinary Course of Business. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate 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 result in, an Acquisition Competing Proposal. Without limiting the generality of the foregoing, it is understood that any action or conduct violation of any of the restrictions set forth in this Section 5.2 by any Affiliate or Subsidiary Representative of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a) if taken by the Company, whether or not such Person is purporting to act on behalf of the Company, its Subsidiaries shall be deemed to be a breach by the Company of this Section 6.2(a) 5.2 by the Company. Notwithstanding the foregoing and anything to the contrary contained in this Agreement, if, prior to obtaining Requisite Stockholder Approval, the Company Board determines (after consultation with outside counsel and its financial advisor) that a Competing Proposal that did not result from a breach by the Company of this Section 5.2 constitutes or is reasonably likely to lead to a Superior Competing Proposal, then the Company may, to the extent that the Company Board determines in good faith after consultation with the Company’s outside counsel that failure to do so would be inconsistent with its fiduciary obligations under applicable law and subject to the Company's providing prompt (but in any event within 24 hours after such decision is formally adopted by the Company Board) written notice to Parent of its decision to take such action and compliance by the Company with Section 5.2(d), (A) furnish information or data with respect to the Company and its Subsidiaries to such Competing Third Party (and the Representatives of such Competing Third Party) and (B) participate in discussions and negotiations (including solicitations of a revised Competing Proposal by such Competing Third Party) directly or through its Representatives with such Competing Third Party, subject to the Company receiving from such Competing Third Party a confidentiality agreement not materially less favorable to the Company than the confidentiality obligations contained in the agreements between the Company and Parent, provided, that all nonpublic information (other than any immaterial information) not already provided or made available to the Parent is provided to the Parent as soon as reasonably practicable (but in any event within 24 hours) after it is provided to such Competing Third Party. (c) Neither the Company Board nor any committee thereof shall (i) withdraw or modify, or publicly propose or publicly resolve to withdraw or modify, in a manner adverse to Parent or Merger Sub the Recommendations; (ii) approve or recommend, or publicly propose or publicly resolve to approve or recommend, any Competing Proposal; (iii) approve or recommend, or execute or enter into, or publicly propose or publicly resolve to approve or recommend, any letter of intent, agreement in principle, merger agreement, stock purchase agreement, asset purchase agreement, acquisition agreement, option agreement or similar agreement relating to a Competing Proposal (other than a confidentiality agreement referred to in Section 5.2(b) entered into in the circumstances referred to in Section 5.2(b)) (an “Acquisition Agreement”); (iv) approve or recommend, or execute or enter into, or publicly propose or publicly resolve to approve or recommend, any agreement requiring it to terminate this Agreement or abandon or fail to consummate the Merger or the transactions contemplated hereby; or (v) take any action necessary to render the provisions of any “moratorium”, “control share”, “fair price”, “affiliate transaction”, “business combination”, or other anti-takeover laws and regulations of any state or other jurisdiction, including the provisions of Section 203 of the DGCL, inapplicable to any Competing Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, prior to obtaining the Requisite Stockholder Approval, the Company Board may, in response to a Superior Competing Proposal that did not result from a breach by the Company of this Section 5.2, (1) withdraw or modify the Recommendations, (2) approve or recommend the Superior Competing Proposal or (3) terminate the Agreement in accordance with Section 8.1(e), but in the case of any action contemplated by clause (1) or any recommendation contemplated by clause (2), only (x) if the Company Board determines in good faith after consultation with the Company’s outside counsel that failure to do so would be inconsistent with its fiduciary obligations under applicable law and in each case, only (y) at a time that is after 24 hours following Parent’s receipt of written notice advising Parent that the Company Board is prepared to take such action (during which period the Company shall make its counsel available to Parent and shall consider in good faith any amendment of the terms of the Merger proposed by Parent or Merger Sub or any proposal by Parent or Merger Sub to amend the terms of this Agreement or the Merger), specifying therein the material terms and conditions of such Superior Competing Proposal and identifying the Person or group making such Superior Competing Proposal, and (y) if, following such 24-hour period, the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and its financial advisor) that such proposed transaction continues to be a Superior Competing Proposal, after taking into account any bona fide proposal by Parent or Merger Sub to amend the terms of this Agreement, which proposal shall be binding during such 24-hour period and capable of acceptance by the Company. The Company shall not during the term of this Agreement release any Competing Third Party from, or agree to amend or waive any provision of, any confidentiality agreement with any Competing Third Party with respect to a Competing Proposal entered into pursuant to this Section 5.2 unless it so amends or waives the confidentiality agreement with Parent, and the Company shall use its best efforts to enforce, to the fullest extent permitted by Law, each confidentiality agreement entered into pursuant to this Section 5.2. In addition, notwithstanding the foregoing or anything to the contrary set forth in this Agreement, prior to obtaining the Requisite Stockholder Approval, the Company Board may withdraw or modify the Recommendations if the Company Board determines, after consultation with outside counsel, that failure to do so would be inconsistent with its fiduciary obligations under applicable law, but only at a time that is after 24 hours following Parent’s receipt of written notice advising Parent that the Company Board is prepared to take such action, specifying the reasons therefor. (d) In addition to the obligations set forth in Sections 5.2(a), (b) and (c), the Company shall notify Parent orally and, if requested by Parent, in writing, within 24 hours of the receipt by the Company of any Competing Proposal, which notification shall include the material terms and conditions of such Competing Proposal and the identity of the person or group making or sending the Competing Proposal. The Company shall promptly (but in any event within 24 hours) advise Parent of any material change in the terms or conditions of a Competing Proposal or any other material development with respect thereto. (e) Nothing contained in this Section 5.2 or any other provision hereof shall prohibit the Company or the Company Board from making any disclosure to the Company’s stockholders, if the Company Board determines, after consultation with its outside counsel, that failure to so disclose would be inconsistent with its fiduciary obligations under applicable Law or the Company’s or its obligations under Sections 14d-9 and 14e-2 of the Exchange Act.

No Solicitation of Other Proposals. (a) From Except as expressly permitted by the Effective Date until the earlier terms of this Agreement, none of the Effective Time Company or the termination of this Agreement in accordance with its terms, neither the Company nor any Stockholder Party shall, nor shall such Person permit any of their respective Affiliates or Subsidiaries to authorize or permit any of its respective stockholdersSubsidiaries shall take (and the Company shall not instruct any of its representatives or, directorsto the extent within the Company’s control, officersother Affiliates to take) any action to (A) intentionally encourage (including by way of furnishing non-public information), employeessolicit, consultantsinitiate or facilitate any Takeover Proposal, advisors(B) enter into any agreement with respect to any Takeover Proposal or enter into any agreement, representatives arrangement or agents understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (collectivelyC) participate in discussions or negotiations with, the “Company Representatives”) or furnish any information to, directly or indirectly, (i) solicit, initiate, entertain, knowingly facilitate or encourageany Person in connection with, or take any other action to solicit, initiate, entertain or knowingly facilitate or encourage, any inquiries regarding or the making of any proposal that constitutes, or offer that constitutes or would could reasonably be expected to result constitute, any Takeover Proposal; provided, however, that the Company or any of its Subsidiaries may make a copy of this Agreement (which shall not include a copy of the schedules or exhibits hereto), the Company Financial Statements and the Proxy Statement (when available) publicly available, or may furnish or instruct any of their representatives to furnish, a copy of this Agreement (which shall not include a copy of the schedules or exhibits hereto), the Company Financial Statements and the Proxy Statement (when available) to any Person requesting a copy of this Agreement; and provided further, however, if at any time prior to the adoption of this Agreement by the Company’s stockholders the Company receives a bona fide written Takeover Proposal that could reasonably be expected to lead to a Superior Proposal and the Board of Directors of the Company (or any committee thereof) determines in an Acquisition good faith, after consulting with outside counsel, that the failure to do so would otherwise constitute a breach of the directors’ fiduciary duties to the Company’s stockholders under applicable Law, then the Company and its Subsidiaries and their respective directors, officers and representatives may, in response to such Takeover Proposal: (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and to such Person’s representatives), but only if: (1) such Person enters into a confidentiality agreement with the Company not less restrictive as defined hereina whole with respect to such Person than the Confidentiality Agreement; and (2) or concurrently with the delivery to such Person, the Company delivers to Merger Sub all such information not previously provided to Merger Sub; and (iiB) participate in discussions and negotiations with such Person (and with such Person’s representatives) regarding such Takeover Proposal. (b) In addition to the other obligations of the Company set forth in this Section 4.2, promptly after any executive officer or engage in director of the Company becomes aware that any proposal has been received by, any information has been requested from or any discussions or negotiations have been sought to be initiated or continued with, or provide the Company in respect of any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any Acquisition Proposal or any inquiry which would reasonably be expected to result in an Acquisition Takeover Proposal. For purposes of this Agreement, the term “Acquisition Proposal” Company shall mean advise Merger Sub of such proposal, request or other contact promptly, and in any event by 5:00 p.m. New York time on the day following receipt of such proposal, request or contact, shall furnish to Merger Sub a copy of any such proposal or inquiry, if it is in writing, or a written summary of any such proposal or offer from any Person (other than Parentinquiry, if it is not in writing and shall keep Merger Sub or any of their Affiliates) relating to (i) any merger, consolidation, reorganization or other direct or indirect business combination, recapitalization, liquidation, winding-up of, or similar transaction, involving the Company, (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company representing 10% or more fully informed on a prompt basis of any class of the outstanding capital stock or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial portion of the Intellectual Property or a substantial portion of the business or other assets, rights or properties of the Company, other than licenses to end users in the Ordinary Course of Business. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate 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 result in, an Acquisition Proposal. Without limiting the foregoing, any action or conduct by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a) if taken by the Company, whether or not such Person is purporting to act on behalf of the Company, shall be deemed to be a breach of this Section 6.2(a) by the Companyamendments thereto.

No Solicitation of Other Proposals. (a) From the Effective Date date hereof until the earlier of the Effective Time Closing or the termination of this Agreement in accordance with its terms, neither the Company nor any Stockholder Party shallFounding Sellers shall not and shall cause the Acquired Companies to not, nor shall such Person authorize or permit any of their respective Affiliates or Subsidiaries to authorize or permit any of its respective stockholdersofficers, directors, officers, employees, consultants, advisors, representatives or agents (collectively, the “Company Representatives”) to, directly or indirectlyindirectly to, (i) solicit, facilitate, initiate, entertain, knowingly facilitate or encourage, encourage or take any action to solicit, initiatefacilitate, entertain or knowingly facilitate initiate or encourage, any inquiries regarding or communications or the making of any proposal or offer that constitutes or would reasonably be expected to result in may constitute an Acquisition Proposal (as defined herein) or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication which would might reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub Buyer or any of their its Affiliates) relating to (i) any merger, consolidation, reorganization recapitalization, liquidation or other direct or indirect business combination, recapitalization, liquidation, winding-up of, combination or similar transactionreorganization, involving the Company, (ii) Acquired Companies or the issuance or acquisition of shares of capital stock or other equity securities of the Company representing 10% Acquired Companies or more of any class of the outstanding capital stock tender or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% Acquired Companies, or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial portion of the Intellectual Property or a substantial any significant portion of the business or other assets, rights or properties assets of the CompanyAcquired Companies, or any other than licenses transaction, the completion of which could reasonably be expected to end users in impede, interfere with, prevent or materially delay the Ordinary Course completion of Businessthe transactions contemplated hereby or which would reasonably be expected to diminish significantly the benefits to Buyer or its Affiliates of the transactions contemplated hereby. The Company Founding Sellers shall and each Stockholder Party shall cause the Acquired Companies to immediately cease and cause to be terminated, terminated and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate and cause to be terminated, terminated all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that would could reasonably be expected to result inlead to, an Acquisition Proposal. The Founding Sellers shall and shall cause the Acquired Companies to promptly notify the Company Representative of its obligations under this Section 6.11. Without limiting the foregoing, it is agreed that any action or conduct violation of the restrictions set forth above by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto Acquired Companies or any Company Representative that would be a violation of this Section 6.2(a) if taken by the CompanyRepresentative, whether or not such Person is purporting to act on behalf of the CompanyAcquired Companies, shall be deemed to be a breach of this Section 6.2(a) 6.11 by the CompanyAcquired Companies.

No Solicitation of Other Proposals. (a) From the Effective Date date hereof until the earlier of the Effective Time Closing Date or the termination of this Agreement in accordance with its terms, neither the Company nor any Stockholder Party shallnone of Seller, nor shall such Person permit Seller Parent or any of their respective Affiliates or Subsidiaries to authorize or permit any of its respective stockholders, directors, officers, employees, consultants, advisors, representatives or agents Representatives (collectively, the “Company Seller Representatives”) to), shall directly or indirectly, (i) solicit, facilitate, initiate, entertain, knowingly facilitate or encourage, encourage or take any action to solicit, facilitate, initiate, entertain or knowingly facilitate or encourage, any inquiries regarding or communications or the making of any proposal or offer that constitutes or would reasonably be expected to result in may constitute an Acquisition Proposal (as defined herein) or Proposal, (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry which would or communication that might reasonably be expected to result in an Acquisition Proposal or (iii) approve or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub or any of Buyer and its Affiliates and their Affiliatesrespective Representatives) relating to (i) any the acquisition, merger, consolidation, reorganization recapitalization or other direct or indirect business combination, recapitalization, liquidation, winding-up ofshare exchange of Seller, or similar transaction, involving the Company, (ii) the issuance any acquisition or acquisition of shares of capital stock or other equity securities of the Company representing 10% or more license of any class of the outstanding capital stock or voting power of the Company, (iii) any tender, exchange offer or other offer or bid that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of the Company representing 10% or more of any class of the outstanding capital stock or voting power of the Company or (iv) the sale, lease, exchange, license (whether exclusive or not), or other disposition of a substantial material portion of the Intellectual Property or a substantial portion assets of the business or other assets, rights or properties of the Company, other than licenses to end users in the Ordinary Course of Business. The Company and each Stockholder Party shall immediately cease and cause to be terminated, and shall cause their respective Subsidiaries and all Company Representatives to immediately terminate and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that any purchase of any equity securities or interests (or instruments convertible into equity securities or interests) of Seller, or any other transaction, the consummation of which would reasonably be expected to result inimpede, an Acquisition Proposalinterfere with, prevent or materially delay the consummation of the transactions contemplated hereby. Without limiting the foregoing, it is agreed that any action or conduct violation of the restrictions set forth above by any Affiliate or Subsidiary of the Company or Company Stockholder party hereto or any Company Representative that would be a violation of this Section 6.2(a) if taken by the CompanySeller Representative, whether or not such Person is purporting to act on behalf of the CompanySeller, shall be deemed to be a breach of this Section 6.2(a) 6.6 by the CompanySeller and Seller Parent.