Common use of No Solicitation of Transactions Clause in Contracts

No Solicitation of Transactions. Each of the Stockholders, severally and not jointly, agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, an Alternative Transaction in violation of the BCA. Each Stockholder shall, and shall direct his, her or its representatives and agents to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to any Alternative Transaction (other than the transactions contemplated by the BCA) to the extent required by the BCA. If any Stockholder receives any inquiry or proposal with respect to an Alternative Transaction, then such Stockholder shall promptly (and in no event later than twenty-four (24) hours after such Stockholder becomes aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits such Stockholder from considering such inquiry or proposal.

No Solicitation of Transactions. Each of the Stockholders, severally and not jointly, The Sponsor agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, an Alternative Transaction a Business Combination Proposal or other transaction in violation of the BCA. Each Stockholder Sponsor shall, and shall direct his, her or cause its representatives affiliates and agents Representatives to, immediately cease any and cause to be terminated any all existing discussions or negotiations with any parties that may be ongoing with respect to any Alternative Transaction person (other than with the transactions contemplated by the BCACompany, its stockholders and their respective affiliates and Representatives) conducted prior to the extent required by the BCAdate hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal. If any Stockholder the Sponsor receives any inquiry or proposal with respect to an Alternative Transactiona Business Combination Proposal, then such Stockholder Sponsor shall promptly (and in no event later than twenty-four (24) hours after such Stockholder the Sponsor becomes aware of such inquiry or proposal) notify such person in writing that the Company GigCapital5 is subject to an exclusivity agreement with respect to the sale of the Company Merger that prohibits such Stockholder Sponsor from considering such inquiry or proposal.

No Solicitation of Transactions. Each of the Stockholders, Stockholders severally and not jointly, agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, an Alternative Transaction in violation of the BCA. Each Stockholder shall, and shall direct his, her or its representatives and agents to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to any Alternative Transaction (other than the transactions contemplated by the BCA) to the extent required by the BCA. If any Stockholder receives any inquiry or proposal with respect to an Alternative Transaction, then such Stockholder shall promptly (and in no event later than twenty-four (24) hours after such Stockholder becomes become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits such Stockholder from considering such inquiry or proposal.

No Solicitation of Transactions. Each of the Stockholders, severally and not jointly, The Sponsor agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, an Alternative Transaction a Business Combination Proposal or other transaction in violation of the BCA. Each Stockholder Sponsor shall, and shall direct his, her or cause its representatives affiliates and agents Representatives to, immediately cease any and cause to be terminated any all existing discussions or negotiations with any parties that may be ongoing with respect to any Alternative Transaction person (other than with the transactions contemplated by the BCACompany, its stockholders and their respective affiliates and Representatives) conducted prior to the extent required by the BCAdate hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal. If any Stockholder the Sponsor receives any inquiry or proposal with respect to an Alternative Transactiona Business Combination Proposal, then such Stockholder Sponsor shall promptly (and in no event later than twenty-four (24) hours after such Stockholder the Sponsor becomes aware of such inquiry or proposal) notify such person in writing that the Company Goldenstone is subject to an exclusivity agreement with respect to the sale of the Company Merger that prohibits such Stockholder Sponsor from considering such inquiry or proposal.

No Solicitation of Transactions. Each of Seller and the StockholdersCompany will not, severally and not jointly, agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information) the submission of), or participate in take any discussions or negotiations regardingother action to facilitate, any transaction in violation inquiries or the making of the BCA any proposal or offer (bincluding any proposal or offer to Seller’s members) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, an Alternative Transaction any Competing Transaction, (b) enter into, maintain or continue discussions or negotiate with any Person in violation furtherance of such inquiries or to obtain a Competing Transaction, (c) authorize or permit any of their Affiliates or Representatives to (and will instruct such Affiliates and Representatives to not) take any of the BCAforegoing actions or (d) agree to any Competing Transaction. Each Stockholder shallSeller will notify Buyer immediately (and in any event within 24 hours) after receipt by Seller, any of its Affiliates or the Company (or any of their Representatives) of any proposal for, or inquiry respecting, any Competing Transaction. Such notice to Buyer shall indicate in reasonable detail the identity of the Person making such proposal or inquiry and the terms and conditions of each proposal or inquiry. Following the date hereof, Seller and the Company shall direct his, her or its representatives and agents to, immediately promptly cease and cause to be terminated any all existing discussions or negotiations with any parties that may be ongoing Person conducted heretofore with respect to any Alternative Transaction (other than the transactions contemplated by the BCA) to the extent required by the BCAa Competing Transaction. If any Stockholder receives any inquiry or proposal with respect to an Alternative Transaction, then such Stockholder shall promptly (Seller and in no event later than twenty-four (24) hours after such Stockholder becomes aware of such inquiry or proposal) notify such person in writing that the Company agree not to release any Person from, or waive any provision of, any confidentiality or standstill agreement to which it is subject a party that relates to an exclusivity agreement with respect to Seller or the sale of the Company that prohibits such Stockholder from considering such inquiry or proposalCompany.

No Solicitation of Transactions. Each of the StockholdersShareholder, severally and not jointly, agrees that between (x) the date of this Agreement and (y) the earlier of the Effective Time of the Merger or the date of termination of the Merger Agreement, such Shareholder will not to and will not permit any investment banker, counsel or representative of the Shareholder, on behalf of the Shareholder, to, directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate initiate, consider, encourage or knowingly encourage (including by furnishing information) the submission ofaccept any other proposals or offers from any person constituting an Acquisition Proposal, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or discussions, conversations, negotiations and other communications regarding, or furnish to any other person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent respect to, or otherwise cooperate in any way with respect toway, assist or knowingly assist, participate in, facilitate or encourageencourage any effort or attempt by any other person to make an Acquisition Proposal, any unsolicited proposal except in each case to the extent that constitutes, or may reasonably be expected to lead to, an Alternative Transaction in violation of the BCAShareholder is otherwise permitted by the Merger Agreement. Each Stockholder shall, and Shareholder immediately shall direct his, her or its representatives and agents to, immediately cease and cause to be terminated any discussions or all existing discussions, conversations, negotiations and other communications with any parties that may be ongoing persons conducted heretofore with respect to any Alternative Transaction (other than of the transactions contemplated by foregoing. Each Shareholder shall notify the BCA) to the extent required by the BCA. If Company promptly if any Stockholder receives such proposal or offer, or any inquiry or proposal other contact with any person with respect thereto, is made and shall, in any such notice to the Company, indicate in reasonable detail the identity of the person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact, except with respect to an Alternative Transactionproposals, then such Stockholder shall promptly (and in no event later than twenty-four (24) hours after such Stockholder becomes aware of such inquiry offers, inquiries or proposal) notify such person in writing that other contacts by or with the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits such Stockholder from considering such inquiry or proposalinterested parties.

No Solicitation of Transactions. Each None of the StockholdersStockholders nor any of their affiliates shall, severally and not jointly, agrees not to directly or indirectly, through and each Stockholder will instruct his agents, advisors and other representatives (including, without limitation, any officerinvestment banker, directorattorney or accountant retained by it) not to, representative, agent directly or otherwiseindirectly, (a) solicit, initiate or knowingly encourage the initiation of (including by way of furnishing non-public information) the submission of, any inquiries or participate in proposals regarding any discussions or negotiations regarding, any transaction in violation of the BCA Competing Transaction or (b) participate have any discussions with or provide any non-public information or data to any third party that would encourage, facilitate or further a Competing Transaction, or engage in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect toconcerning a Competing Transaction, or knowingly assist, participate in, facilitate any effort or encourage, any unsolicited proposal that constitutes, attempt to make or may reasonably be expected to lead to, an Alternative Transaction in violation of the BCAimplement a Competing Transaction. Each Stockholder shalland each of his agents, and advisors or other representatives shall direct his, her or its representatives and agents to, immediately cease and cause to be terminated any existing discussions or negotiations with any parties that may be ongoing person (other than the Company) conducted heretofore with respect to any Alternative of the foregoing. Each Stockholder shall promptly advise the Company orally and in writing of (a) any proposal for a Competing Transaction (other than the transactions contemplated by the BCA) to the extent required by the BCA. If or any Stockholder receives any inquiry or proposal request for information with respect to an Alternative Transaction, then any proposal for a Competing Transaction received by such Stockholder shall promptly or any of his agents, advisors or other representatives, the material terms and conditions of such proposal for a Competing Transaction or request and the identity of the person making such proposal for a Competing Transaction or request (and in no event later than twenty-four (24) hours after such Stockholder becomes aware of such inquiry or proposal) notify such person in writing that provide the Company is subject to an exclusivity agreement with respect to the sale copies of the Company that prohibits any written proposal for a Competing Transaction or amendments or supplements thereto) and (b) any changes in any such Stockholder from considering such inquiry proposal for a Competing Transaction or proposalrequest.

No Solicitation of Transactions. Each of the StockholdersStockholder, severally and not jointly, agrees that between (x) the date of this Agreement and (y) the earlier of the Effective Time of the Merger or the date of termination of the Merger Agreement, such Stockholder will not to and will not permit any investment banker, counsel or representative of the Stockholder, on behalf of the Stockholder, to, directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate initiate, consider, encourage or knowingly encourage (including by furnishing information) the submission ofaccept any other proposals or offers from any person constituting an Acquisition Proposal, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or discussions, conversations, negotiations and other communications regarding, or furnish to any other person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent respect to, or otherwise cooperate in any way with respect toway, assist or knowingly assist, participate in, facilitate or encourageencourage any effort or attempt by any other person to make an Acquisition Proposal, any unsolicited proposal except in each case to the extent that constitutes, or may reasonably be expected to lead to, an Alternative Transaction in violation of the BCAStockholder is otherwise permitted by the Merger Agreement. Each Stockholder shall, and immediately shall direct his, her or its representatives and agents to, immediately cease and cause to be terminated any discussions or all existing discussions, conversations, negotiations and other communications with any parties that may be ongoing persons conducted heretofore with respect to any Alternative Transaction (other than of the transactions contemplated by the BCA) to the extent required by the BCAforegoing. If Each Stockholder shall notify IRT promptly if any Stockholder receives such proposal or offer, or any inquiry or proposal other contact with any person with respect thereto, is made and shall, in any such notice to IRT, indicate in reasonable detail the identity of the person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact, except with respect to an Alternative Transactionproposals, then such Stockholder shall promptly (and in no event later than twenty-four (24) hours after such Stockholder becomes aware of such inquiry offers, inquiries or proposal) notify such person in writing that other contacts by or with the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits such Stockholder from considering such inquiry or proposalinterested parties.

No Solicitation of Transactions. Each of the Stockholders, severally and not jointly, The Sponsor agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or UpHealth BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, an Alternative Transaction or other transaction in violation of the BCA or UpHealth BCA. Each Stockholder Sponsor shall, and shall direct his, her or cause its representatives affiliates and agents Representatives to, immediately cease any and cause to be terminated any all existing discussions or negotiations with any parties that may be ongoing with respect to any Alternative Transaction person (other than with the transactions contemplated by the BCACompany, UpHealth, its and their stockholders and their respective affiliates and Representatives) conducted prior to the extent required by the BCAdate hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternative Transaction. If any Stockholder the Sponsor receives any inquiry or proposal with respect to an Alternative Transaction, then such Stockholder Sponsor shall promptly (and in no event later than twenty-four (24) hours after such Stockholder the Sponsor becomes aware of such inquiry or proposal) notify such person in writing that the Company GigCapital2 is subject to an exclusivity agreement with respect to the sale of the Company Merger that prohibits such Stockholder Sponsor from considering such inquiry or proposal.

No Solicitation of Transactions. Each of the Stockholders, Members severally and not jointly, agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, an Alternative Transaction in violation of the BCA. Each Stockholder Member shall, and shall direct his, her or its representatives and agents to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to any Alternative Transaction (other than the transactions contemplated by the BCA) to the extent required by the BCA. If any Stockholder Member receives any inquiry or proposal with respect to an Alternative Transaction, then such Stockholder Member shall promptly (and in no event later than twenty-four (24) hours after such Stockholder becomes Member become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits such Stockholder Member from considering such inquiry or proposal.

No Solicitation of Transactions. Each During the period commencing on the date hereof and ending on the Expiration Time, each of the Stockholders, Stockholders severally and not jointly, agrees not to to, directly or indirectly, indirectly (through any affiliate, officer, director, representative, agent or otherwise), (a) solicit, initiate or knowingly encourage encourage, facilitate or continue inquiries regarding (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, an Alternative Transaction a Company Acquisition Proposal in violation of the BCA. Each Stockholder shall, and shall direct his, her or its representatives and agents to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to any Alternative Transaction Company Acquisition Proposal (other than the transactions contemplated by the BCA) to the extent required by the BCA. If any Stockholder receives any inquiry or proposal with respect to an Alternative Transactiona Company Acquisition Proposal, then such Stockholder shall promptly (and in no event later than twenty-four (24) hours after such Stockholder becomes become aware of such inquiry or proposal) (i) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits such Stockholder from considering such inquiry or proposal and (ii) advise the Company of such inquiry or proposal.

No Solicitation of Transactions. Each During the period commencing on the date hereof and ending on the Expiration Time, each of the Stockholders, Unitholders severally and not jointly, agrees not to to, directly or indirectly, indirectly (through any affiliate, officer, director, representative, agent or otherwise), (a) solicit, initiate or knowingly encourage encourage, facilitate or continue inquiries regarding (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA Merger Agreement or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, an Alternative Transaction a Company Acquisition Proposal in violation of the BCAMerger Agreement. Each Stockholder Unitholder shall, and shall direct his, her or its representatives and agents to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to any Alternative Transaction Company Acquisition Proposal (other than the transactions contemplated by the BCAMerger Agreement) to the extent required by the BCAMerger Agreement. If any Stockholder Unitholder receives any inquiry or proposal with respect to an Alternative Transactiona Company Acquisition Proposal, then such Stockholder Unitholder shall promptly (and in no event later than twenty-four (24) hours after such Stockholder becomes Unitholder become aware of such inquiry or proposal) (i) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits such Stockholder Unitholder from considering such inquiry or proposal and (ii) advise the Company of such inquiry or proposal.

No Solicitation of Transactions. Each of the Stockholders, Stockholders severally and not jointly, agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, an Alternative Transaction in violation of the BCA. Each Stockholder shall, and shall direct his, her or its representatives and agents to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to any Alternative Transaction (other than the transactions contemplated by the BCA) to the extent required by the BCA. If any Stockholder receives any inquiry or proposal with respect to an Alternative Transaction, then such Stockholder shall promptly (and in no event later than twenty-four (24) hours after such Stockholder becomes aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits such Stockholder from considering such inquiry or proposal.

No Solicitation of Transactions. Each of the Stockholders, Stockholders severally and not jointly, agrees not to directly or indirectly, through any officer, director, representativeRepresentative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, an Alternative Transaction in violation of the BCA. Each Stockholder shall, and shall direct his, her or its representatives Representatives and agents to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to any Alternative Transaction (other than the transactions contemplated by the BCA) to the extent required by the BCA. If any Stockholder receives any inquiry or proposal with respect to an Alternative Transaction, then such Stockholder shall promptly (and in no event later than twenty-four (24) hours after such Stockholder becomes become aware of such inquiry or proposal) notify such person in writing that the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits such Stockholder from considering such inquiry or proposal.

No Solicitation of Transactions. Each Prior to the termination and abandonment of the Stockholdersthis Agreement, severally Holdings shall not and shall cause its Affiliates, officers, directors, or representatives not jointly, agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, to: (a) solicit, initiate or knowingly encourage (including by furnishing information) submission of proposals or offers from any Person other than the submission Company relating to any acquisition or purchase of all or a material part of the stock or assets of, or participate in any discussions merger, consolidation, share exchange or negotiations regardingbusiness combination with, or any transaction in violation recapitalization, restructuring or issuance or offering of debt or equity securities of, United or any of the BCA Subsidiaries (an "Acquisition Proposal"); or (b) participate in any discussions or negotiations regarding, or furnish to any person or Person other entity or “group” within than the meaning of Section 13(d) of the Exchange ActCompany and its representatives, any information with the intent respect to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, an Alternative Transaction in violation of Acquisition Proposal by any Person other than the BCACompany. Each Stockholder shall, and shall direct his, her or its representatives and agents to, Holdings will immediately cease and cause to be terminated any existing activity, discussions or negotiations with any parties that may be ongoing Person other than the Company and its representatives conducted prior to the execution and delivery of this Agreement with respect to any Alternative Transaction (other than Acquisition Proposal. If, notwithstanding the transactions contemplated by the BCA) to the extent required by the BCA. If foregoing, Holdings should receive any Stockholder receives Acquisition Proposal or any inquiry or regarding any such proposal with respect to an Alternative Transactionfrom any Person, then such Stockholder it shall promptly (and in no event later than twenty-four (24) hours after such Stockholder becomes aware of such inquiry or proposal) notify such person in writing that inform the Company is subject to an exclusivity agreement with respect to the sale of the Company that prohibits such Stockholder from considering such inquiry or proposalCompany.

No Solicitation of Transactions. Each of the StockholdersSection 5.5.1 The Company shall not, severally and not jointly, agrees not to directly or indirectly, through take (and the Company shall not authorize or permit the Company Representatives or, to the extent within the Company’s control, other person to take) any officeraction to (A) encourage (including by way of furnishing non-public information), director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage facilitate any Acquisition Proposal, (including B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA this Agreement or (bC) participate in any way in discussions or negotiations regardingwith, or furnish to any information to, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent toin connection with, or otherwise cooperate in take any way with respect to, other action to facilitate any inquiries or knowingly assist, participate in, facilitate or encourage, the making of any unsolicited proposal that constitutes, or may could reasonably be expected to lead to, an Alternative Transaction in violation of the BCA. Each Stockholder any Acquisition Proposal. Section 5.5.2 The Company shall, and shall direct his, her or its representatives and agents to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to any Alternative Transaction (other than the transactions contemplated by the BCA) to the extent required by the BCA. If any Stockholder receives any inquiry or proposal with respect to an Alternative Transaction, then such Stockholder shall as promptly as practicable (and in no event later than twenty-four (24) 24 hours after receipt thereof), advise Parent of any inquiry received by it relating to any potential Acquisition Proposal and of the material terms of any proposal or inquiry, including the identity of the person and its affiliates making the same, that it may receive in respect of any such Stockholder becomes aware potential Acquisition Proposal, or of any information requested from it or of any negotiations or discussions being sought to be initiated with it, shall furnish to Parent a copy of any such inquiry proposal or proposal) notify inquiry, if it is in writing, or a written summary of any such person proposal or inquiry, if it is not in writing that the Company is subject and shall keep Parent fully informed on a prompt basis with respect to an exclusivity agreement any developments with respect to the sale of the Company that prohibits such Stockholder from considering such inquiry or proposalforegoing.