Common use of No Solicitation or Negotiation; Break-Up Fee Clause in Contracts

No Solicitation or Negotiation; Break-Up Fee. The Sellers agree that between the date of this Agreement and the earlier of the Closing and the termination of this Agreement in accordance with the terms hereof, neither the Sellers, nor the Company, nor any of their respective Affiliates, officers, directors, representatives or agents will: 7.6.1 solicit, initiate or intentionally encourage any other proposals or offers (hereinafter referred to as an "Acquisition Transaction") from any Person, (i) relating to any acquisition or purchase of all or any portion of the capital stock of the Company or assets of the Company (other than Inventory or Receivables to be sold in the ordinary course of business consistent with past practice or tangible personal property obsolete or surplus to the requirements of the Business), (ii) to enter into any business combination with the Company, or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Company, or 7.6.2 participate in any discussions, conversations, negotiations and other communications regarding, or unless otherwise required by law, furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Each Seller shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons heretofore conducted with respect to any of the foregoing. Subject to the terms of any agreements in existence as of the date hereof, the Sellers shall notify the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the Purchaser, indicate in reasonable detail the terms and conditions of such proposal, offer, inquiry or other contact. If, after the execution of this Agreement and prior to the termination thereof in accordance with the terms of Section 11.1.1(i), the Company or Sellers enter into any binding agreement to engage in an Acquisition Transaction with a third party, or the Company or Sellers otherwise actually completes a sale of the Shares to a third party, the Sellers shall be entitled to terminate this Agreement in its entirety forthwith upon written notice to the Purchaser and without any further rights or obligations on the part of either party except as specifically provided for herein, and the Company and the Controlling Shareholders, shall jointly and severally be liable to the Purchaser for an amount equal to Four Hundred Thousand Dollars ($400,000), payable by wire transfer of immediately available funds to the bank account or accounts specified by the Purchaser. The Sellers and the Purchaser agree that payment of the foregoing sum constitutes a fair and equitable measure of liquidated damages which would be sustained by the Purchaser by reason or arising out of the Sellers' violation of the provisions of this Agreement and shall in no event or respect be deemed a penalty.

No Solicitation or Negotiation; Break-Up Fee. The Sellers Shareholders ADL Technology and ADL Engineering each agree that between the date of this Agreement and the earlier of the Closing and the termination of this Agreement in accordance with the terms hereof, neither the SellersADL Technology, ADL Engineering, nor any of the CompanyShareholders, nor any of their respective Affiliates, officers, directors, representatives or agents will: 7.6.1 (a) solicit, initiate or intentionally encourage any other proposals or offers (each of those identified in subsections (i), (ii) and (iii) below, hereinafter referred to as an "“Acquisition Transaction"”) from any Person, (i) relating to any acquisition or purchase of all or any portion of the capital stock Capital Stock of the any Company or the assets of used in the Company Business (other than Inventory or Receivables to be sold in the ordinary course Ordinary Course of business consistent with past practice or tangible personal property obsolete or surplus to the requirements of the Business), (ii) to enter into any business combination with the any Company, or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the any Company, ; or 7.6.2 (b) participate in any discussions, conversations, negotiations and other communications regarding, or unless otherwise required by lawLaw, furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Each Seller Shareholder and Company shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons heretofore conducted with respect to any of the foregoing. Subject to the terms of any agreements in existence as of the date hereof, the The Sellers shall notify the Purchaser Buyer promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the PurchaserBuyer, indicate in reasonable detail the terms and conditions of such proposal, offer, inquiry or other contact. . (c) If, after the execution of this Agreement and prior to the termination thereof hereof in accordance with the terms of Section 11.1.1(i12.1(a), the any Shareholder or any Company or Sellers enter enters into any a binding agreement to engage in an Acquisition Transaction with a third party, or the any Shareholder or any Company or Sellers otherwise actually completes a sale of the Shares to an Acquisition Transaction with a third party, the Sellers Buyer shall be entitled to terminate this Agreement in its entirety forthwith upon written notice to the Purchaser Sellers and without any further rights or obligations on the part of either any party except as specifically provided for herein, and the Company ADL Technology, ADL Engineering and the Controlling Shareholders, Shareholders shall jointly and severally be liable to the Purchaser Buyer for an amount equal to Four Hundred Thousand (a) Buyer’s documented costs and expenses actually incurred in connection with this contemplated transaction, plus (b) Two Million Dollars ($400,0002,000,000), payable by wire transfer of immediately available funds to the bank account or accounts specified by the PurchaserBuyer. The Sellers and the Purchaser parties agree that payment of the foregoing sum constitutes a fair and equitable measure of liquidated damages which would be sustained by the Purchaser Buyer by reason or arising out of the Sellers' such party’s violation of the provisions of this Agreement and shall in no event or respect be deemed a penalty.

No Solicitation or Negotiation; Break-Up Fee. The Sellers agree (a) Each of the Parent and the Company agrees that between from and after the date hereof until the latest to occur of this Agreement and (i) the earlier consummation of the Closing and the termination of this Agreement Merger in accordance with the terms hereofof the Agreement and Plan of Merger, (ii) full exercise of either of the Warrants (without regard to any exercise limitations therein) or expiration of both of the Warrants, and (iii) full conversion of the Debentures (without regard to any exercise limitations therein), neither the SellersCompany, nor the CompanyParent, nor any of their respective AffiliatesSubsidiaries, Affiliates (other than the Investor), officers, directorsdirectors (other than the Investor Directors), representatives (other than the Representatives) or agents will: 7.6.1 : (1) solicit, initiate initiate, consider, encourage or intentionally encourage accept any other proposals or offers (hereinafter referred to as an "Acquisition Transaction") from any Person, Person (i) relating to any acquisition or purchase of all or any portion of the capital stock of the Company or the Parent or assets of the Company (other than Inventory or Receivables to be sold in the ordinary course of business consistent with past practice or tangible personal property obsolete or surplus to the requirements of the Business), Parent, (ii) to enter into any merger, consolidation, reorganization, or other business combination with the CompanyCompany or the Parent, or or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the CompanyCompany or the Parent (each of the events described in clauses (i), or 7.6.2 (ii) and (iii) an “Alternative Transaction”), or (2) participate in any discussions, conversations, negotiations and or other communications regarding, or unless otherwise required by law, furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any Alternative Transaction. Each of the foregoing. Each Seller Company and the Parent immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore conducted with respect to any of the foregoing. Subject to the terms of any agreements in existence as Each of the date hereof, Company and the Sellers Parent shall notify the Purchaser Investor promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the PurchaserInvestor, 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. IfEach of the Company and the Parent agree not to, after without the execution prior written consent of this Agreement and prior the Investor, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which it is a party. Consummation of the termination thereof Merger in accordance with the terms of the Agreement and Plan of Merger shall not constitute an “Alternative Transaction” for purposes of this Section 11.1.1(i)8.6. Notwithstanding anything contained herein or in any of the Bridge Documents or Other Transaction Documents to the contrary, the Parent (and following the consummation of the Merger, the Company) shall have the right to raise capital (and to solicit, initiate, consider, encourage or accept proposals relating thereto) to fund operations through the issuance of shares of Parent Common stock (and following the consummation of the Merger, Company Common Stock) to one or Sellers enter more Persons, subject to the following limitations: (i) the aggregate proceeds from all such issuances does not exceed $20,000,000, (ii) the consideration per share of Parent Common Stock (and following the consummation of the Merger, Company Common Stock) on an As-Converted Basis in any such issuance is greater than $0.30, and (iii) the aggregate number of shares of Parent Common Stock (and following the consummation of the Merger, Company Common Stock) issued in all such issuances does not exceed twenty-five percent (25%) of the outstanding shares of Parent Common Stock on an As-Converted Basis as of the date hereof, and (iv) the shares of Parent Common Stock or Company Common Stock to be issued to Xxxxxx Xxxxx upon conversion of his indebtedness existing on the date hereof shall be excluded from the amounts in clause (iii) and otherwise be permitted to be issued by the Parent in accordance with the terms of such indebtedness notwithstanding any of the restrictions contained in this Agreement. The entering into any binding an agreement to engage in an Acquisition Transaction with a third party, for or the issuance of any shares of Parent Common Stock (or following the Merger, Company or Sellers otherwise actually completes a sale Common Stock) in accordance with the parameters of the Shares to a third partypreceding sentence shall not constitute an Alternative Transaction. (b) In the event that, notwithstanding the Sellers shall be entitled to terminate execution of this Agreement in its entirety forthwith upon written notice to the Purchaser and without Agreement, any further rights or obligations on the part of either party except as specifically provided for herein, and the Company and the Controlling ShareholdersParent or any of their respective Affiliates (1) enters into any agreement with a Person other than the Investor relating to any Alternative Transaction or (2) enters into any Alternative Transaction, then the Company or the Parent shall jointly and severally be liable pay to the Purchaser for an amount equal to Four Hundred Thousand Dollars Investor, as liquidated damages, in cash, a fee of $500,000 ($400,000the “Break-Up Fee”), payable by wire transfer of immediately available funds to the bank account or accounts specified together with all costs and expenses incurred and expended by the PurchaserInvestor in connection with this Agreement, the Bridge Documents, the Merger, the Other Transaction Documents and the transactions contemplated hereby and thereby. The Sellers Parent and the Purchaser Company acknowledge and agree that the payment of the foregoing sum constitutes a fair Break-Up does not impact or affect the Warrants or the Debentures and equitable measure of liquidated damages which would be sustained by the Purchaser by reason Investor’s ability to exercise or arising out convert the Warrants or the Debentures in accordance with their respective terms. (c) The obligations of the Sellers' violation Company and the Parent to pay the Break-Up Fee under this Section 8.6 shall be joint and several. The payment of the provisions of Break-Up Fee shall not in any way limit any remedies against the Company and the Parent under this Agreement Agreement, and shall the Investor reserves its rights to pursue its remedies, at law or in no event equity, against the Company and the Parent or respect be deemed a penaltyany third party.

No Solicitation or Negotiation; Break-Up Fee. The Sellers and the Company agree that between the date of this Agreement and the earlier of the Closing and the termination of this Agreement in accordance with the terms hereof, neither the Sellers, nor the Company, nor any of their respective Affiliates, and their respective officers, directors, representatives employees, agents, representatives, or agents advisors will, directly or indirectly: 7.6.1 6.7.1 solicit, initiate initiate, entertain or intentionally encourage any other proposals or offers (hereinafter referred to as an "“Acquisition Transaction"”) from any Person,: (i) relating to any acquisition or purchase of all or any portion of the capital stock of the Company or assets of the Company (other than Inventory or Receivables to be sold in the ordinary course Ordinary Course of business Business consistent with past practice or tangible personal property obsolete or surplus to the requirements of the Business), (ii) to enter into any business combination with the Company, or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Company, 6.7.2 enter into any Acquisition Transaction, or 7.6.2 6.7.3 participate in any discussions, conversations, negotiations and other communications regarding, or unless otherwise required by lawLaw, furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Each Seller shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons heretofore conducted with respect to any of the foregoing. Subject to the terms of any agreements in existence as of the date hereof, the The Sellers and Company shall immediately notify the Purchaser promptly if the Sellers, the Company, any such of their Affiliates, or their respective officers, directors, employees, agents, representatives, or advisors receives any indication of interest in an Acquisition Transaction, a proposal or offeroffer therefor, or any inquiry inquiry, request for information or other contact with any Person with respect thereto, is made and shall, in any such notice to the Purchaser, indicate in reasonable detail the terms and conditions of such proposal, offer, inquiry or other contactcontact including the identity of such Person. If, after the execution of this Agreement and prior to the termination thereof in accordance with the terms of Section 11.1.1(i)10.1.1(i) hereof, the Company or any Seller breaches the terms of Sections 6.7.1, 6.7.2 or 6.7.3 hereof or the Sellers terminate this Agreement in accordance with the terms of Sections 10.1.1 or 10.1.3 hereof and within six (6) months after the date of such breach or the notice of termination, as the case may be, the Company or Sellers enter into a letter of intent or any binding other agreement relating to engage in an Acquisition Transaction with the acquisition of a third partymaterial portion of the Shares, the assets of the Company, or the Company Business, in whole or in part, whether directly or indirectly, through purchase, merger, consolidation, or otherwise (other than sales of Inventory or immaterial portions of the Company’s assets in the Ordinary Course of Business) and such transaction is ultimately consummated or the Sellers otherwise actually completes complete a sale of a material portion of the Shares Shares, the assets of the Company, or the Business to a third partyparty then, immediately upon the closing of such transaction, the Sellers shall be entitled pay or cause the Company to terminate this Agreement in its entirety forthwith upon written notice pay to the Purchaser and without any further rights or obligations on the part sum of either party except as specifically provided for herein, and the Company and the Controlling Shareholders, shall jointly and severally be liable to the Purchaser for an amount equal to Four Hundred Thousand Five Million Dollars ($400,000), payable 5,000,000) by wire transfer of immediately available funds to the bank account or accounts specified by the Purchaser, which payment shall constitute the Purchaser’s sole and exclusive remedy with respect to such breach or termination. The Sellers and the Purchaser agree that payment of the foregoing sum constitutes a fair and equitable measure of liquidated damages which would be sustained by the Purchaser by reason or arising out of the Sellers' ’ violation of the provisions of this Agreement or termination of this Agreement and shall in no event or respect be deemed a penalty.