Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. Except as otherwise specifically contemplated by this Agreement, between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, neither the Sellers, the Company, the Company’s Affiliates, nor their respective officers, directors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the capital stock of the Company or any of its Subsidiaries or any of their material assets, (B) to enter into any merger, consolidation, combination, recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries or (ii) knowingly participate in any discussions, conversations, negotiations and other communications regarding, or 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. The Sellers shall notify the Buyer promptly if any such proposal or offer, or any substantive inquiry or other contact with any Person after the date hereof with respect thereto, is made and shall, in any such notice to the Buyer, 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 (unless such proposal or offer was unsolicited and its disclosure would subject the Company or the Sellers to liability to the party which made such proposal or offer). The Sellers and the Company will not, without the prior written consent of the Buyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any of the Sellers or the Company is a party.

No Solicitation or Negotiation. Except as otherwise specifically contemplated by this Agreement, Sellers agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementAgreement in accordance with its terms, neither Sellers nor the SellersCompanies, the Companyas applicable, the Company’s Affiliates, nor their respective officers, directors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any other Person (A) relating to any acquisition or purchase of all of the equity of the Companies or any all or a substantial portion of the capital stock assets of the Company Companies or any relating to the acquisition or purchase of its Subsidiaries the Transferred Assets or any of their material assets, (B) to enter into any merger, consolidation, combination, recapitalization, reorganization consolidation or any other extraordinary business transaction involving combination with Sellers or otherwise relating to either of the Company or any of its Subsidiaries Companies or (ii) knowingly participate in any discussions, conversations, negotiations and other communications regarding, or 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. The Sellers shall, and Seller Parent shall notify cause the Buyer promptly if any such proposal or offerCompanies to, or any substantive inquiry or immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other contact communications with any Person after the date hereof Persons conducted heretofore with respect thereto, is made and shall, in any such notice to the Buyer, 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 (unless such proposal or offer was unsolicited and its disclosure would subject the Company or the Sellers to liability to the party which made such proposal or offer). The Sellers and the Company will not, without the prior written consent of the Buyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any of the Sellers or foregoing, other than the Company is a partyPurchaser.

No Solicitation or Negotiation. Except as otherwise specifically contemplated by this Agreement, Each of the Seller and the Company agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, neither none of the SellersSeller, the Company, the Company’s Affiliates, nor their respective officers, directors, representatives Company or agents its Subsidiaries will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the capital stock equity of the Company or any of its Subsidiaries or any all or a substantial portion of their material assetsthe assets of the Company or its Subsidiaries, (B) to enter into any merger, consolidation, combination, consolidation or other business combination with the Company or its Subsidiaries or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries or (ii) knowingly participate in any discussions, conversations, negotiations and other communications regarding, or 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. The Sellers Seller, the Company and its Subsidiaries immediately shall notify cease and cause to be terminated, and shall cause the Buyer promptly if any such proposal or offerCompany and its Subsidiaries to cease and terminate, or any substantive inquiry or all existing discussions, conversations, negotiations and other contact communications with any Person after the date hereof Persons conducted heretofore with respect thereto, is made and shall, in any such notice to the Buyer, 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 (unless such proposal or offer was unsolicited and its disclosure would subject the Company or the Sellers to liability to the party which made such proposal or offer). The Sellers and the Company will not, without the prior written consent of the Buyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any of the Sellers or the Company is a partyforegoing.

No Solicitation or Negotiation. Except as otherwise specifically contemplated by this Agreement, between From the date of this Agreement and hereof until the earlier first to occur of (a) the Closing and or (b) the termination of this Agreement, neither the Sellers, the Company, the Company’s Affiliates, nor none of Sellers or any of their respective officers, directors, representatives or agents will Representatives may (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Aw) relating to any acquisition or purchase of all or any portion of the capital stock or limited liability company interests of the Company Dunellen or any CTC or all or substantially all of its Subsidiaries Dunellen’s or any of their material assetsCTC’s assets or properties, (Bx) to enter into any merger, consolidation, combination, consolidation or other business combination (y) enter into any recapitalization, reorganization or any other extraordinary business transaction involving with respect to Dunellen or otherwise relating CTC, or (z) enter into any other transaction that would interfere with the ability of the Sellers to consummate the Company or any of its Subsidiaries transactions contemplated by this Agreement; or (ii) knowingly participate in any discussions, conversations, negotiations and or other communications regarding, or 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. The Sellers shall, and shall cause their Affiliates and Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons with respect to any of the foregoing. Sellers shall notify the Buyer promptly if any such proposal or offer, or any substantive inquiry by or other contact with any Person after the date hereof with respect thereto, is made and shall, in any such notice to the Buyer, 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 (unless such proposal or offer was unsolicited and its disclosure would subject the Company or the contact. Sellers to liability to the party which made such proposal or offer). The Sellers and the Company will shall not, without the prior written consent of the Buyerand shall cause their Affiliates not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any of the Sellers or the Company any such Affiliate is a party.

No Solicitation or Negotiation. Except as otherwise specifically contemplated by this Agreement, The Company agrees that between the date of this Agreement and the earlier of (ai) the Closing Effective Time and (bii) the termination of this Agreement, neither the Sellers, none of the Company, the Company’s and its Subsidiaries nor any of their respective Affiliates, nor their respective officers, directors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the capital stock of the Company or any Subsidiary (other than the exercise or conversion of its Subsidiaries outstanding options) or assets of the Company or any Subsidiary (other than inventory to be sold in the ordinary course of their material assetsbusiness consistent with past practice), (Bii) to enter into any merger, consolidation, combination, recapitalization, reorganization business combination with the Company or any Subsidiary or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries Subsidiary, or (iib) knowingly participate in any discussions, conversations, negotiations and other communications regarding, or 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. The Sellers Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Company shall notify the Buyer Parent promptly if any such proposal or offer, or any substantive inquiry or other contact with any Person after the date hereof with respect thereto, is made and shall, in any such notice to the BuyerParent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and contactand the terms and conditions of such proposal, offer, inquiry or other contact (unless such proposal or offer was unsolicited and its disclosure would subject the Company or the Sellers to liability to the party which made such proposal or offer)contact. The Sellers Company agrees not to, and the Company will notto cause each Subsidiary not to, without the prior written consent of the BuyerParent, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any of the Sellers or the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Except as otherwise specifically contemplated by this AgreementEach Seller agrees that, between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementAgreement in accordance with its terms, neither the Sellers, the Company, the Company’s such Seller (or any of its respective Affiliates, nor their respective officers, directorsmembers, managers, representatives or agents agents) will not (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the capital stock of the Company or any the assets and properties of its Subsidiaries or any of their material assetsthe Company, (B) to enter into any merger, consolidation, combination, consolidation or other business combination with the Company or the Business or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries the Business or (ii) knowingly participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage encourage, any effort or attempt by any other Person to seek to do any of the foregoing. The Sellers Each Seller immediately shall notify the Buyer promptly if any such proposal or offercease and cause to be terminated, or any substantive inquiry or and shall not resume, all existing discussions, conversations, negotiations and other contact communications with any Person after the date hereof conducted heretofore with respect thereto, is made and shall, in to any such notice to the Buyer, indicate in reasonable detail the identity of the Person making such proposalforegoing. Each Seller agrees not to, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact (unless such proposal or offer was unsolicited and its disclosure would subject to cause the Company or the Sellers to liability to the party which made such proposal or offer). The Sellers and the Company will notnot to, without the prior written consent of the BuyerPurchaser, release release, without the prior written consent of the Purchaser, any Person from, or waive any provision of, any confidentiality or standstill agreement to which any of the Sellers Seller or the Company is a party.

No Solicitation or Negotiation. Except as otherwise specifically contemplated by this AgreementThe Operating Company, between Sellers and the Company Partners agree that from the date of this Agreement and to the earlier of (a) the Closing and (b) or the termination of this Agreement, neither the none of Sellers, the CompanyOperating Company or the Company Partners shall, the Company’s Affiliates, nor and each shall use commercially reasonable efforts to cause their respective directors, officers, directorsemployees and representatives not to, representatives directly or agents will indirectly (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person relating to (A) relating to any acquisition or purchase of all or any material portion of the capital stock Company’s or any Company Subsidiary’s business or assets or any Interests or other equity interests of any Company Subsidiary or (B) any merger, consideration or other business combination with any of the Company or any of its Subsidiaries or any of their material assetsCompany Subsidiary, (B) to enter into any merger, consolidation, combination, recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries or (ii) knowingly participate in any discussions, conversations, negotiations and other communications regardingcommunications, regarding or 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. The Sellers shall notify the Buyer promptly if foregoing or (iii) consider, entertain or accept any such proposal or offer, or any substantive inquiry or other contact with from any Person after to do any of the date hereof with respect thereto, is made and shall, in any such notice foregoing; provided that notwithstanding anything herein to the Buyercontrary, 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 (unless such proposal or offer was unsolicited and its disclosure would subject any actions taken by the Company or the Sellers a Company Subsidiary in accordance with or otherwise permitted by Section 6.01 shall not be deemed to liability to the party which made such proposal or offer). The Sellers and the Company will not, without the prior written consent be a violation of the Buyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any of the Sellers or the Company is a partythis Section 6.09.

No Solicitation or Negotiation. Except as otherwise specifically contemplated by this Agreement, Each of Company and the Principal Equity Holder agrees that between the date of this Agreement and the earlier of (a) the Closing and or (b) the termination of this AgreementAgreement pursuant to Section 8.1 hereof, neither each of Company and the SellersPrincipal Equity Holder shall not, the Companyand shall cause its respective Affiliates and its and its Affiliates’ respective Representatives not to, the Company’s Affiliates, nor their respective officers, directors, representatives directly or agents will indirectly (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion equity interests of the capital stock of the Company or any of its Subsidiaries Subsidiaries, or any material assets of their material assetsCompany and its Subsidiaries, taken as a whole or (B) to enter into any merger, consolidation, combinationdissolution, recapitalization, reorganization recapitalization or any other extraordinary business transaction combination involving or otherwise relating to the Company or any of its Subsidiaries or (ii) knowingly participate in any discussions, conversations, negotiations and other communications regardingcommunications, regarding or 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. The Sellers Each of Company and the Principal Equity Holder immediately shall notify the Buyer promptly if any such proposal or offercease and cause to be terminated all existing discussions, or any substantive inquiry or conversations, negotiations and other contact communications with any Person after the date hereof Persons conducted heretofore with respect thereto, is made and shall, in to any such notice to the Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact foregoing. Each of Company and the terms and conditions of such proposal, offer, inquiry or other contact (unless such proposal or offer was unsolicited and its disclosure would subject the Company or the Sellers to liability to the party which made such proposal or offer). The Sellers and the Company will notPrincipal Equity Holder agrees not to, without the prior written consent of the BuyerPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement (solely with respect to a transaction of the type described in clause (i) of the first sentence of this Section 6.15) to which any of the Sellers Company or the Company Principal Equity Holder is a party.

No Solicitation or Negotiation. Except as otherwise specifically contemplated by this Agreement, The Company agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, neither the SellersCompany nor any of its respective affiliates, the Company, the Company’s Affiliates, nor their respective officers, directors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person person (A) relating to any acquisition or purchase of all or any portion of the capital stock of the Company or any assets of the Company (other than inventory to be sold in the ordinary course of business consistent with past practice or relating to the closure of its Subsidiaries or any of their material assetscentral kitchens), (B) to enter into any merger, consolidation, combination, consolidation or other business combination with the Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries or (ii) knowingly participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person 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 person to seek to do any of the foregoing. The Sellers Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any persons conducted heretofore with respect to, any of the foregoing. The Company shall notify the Buyer Purchasers promptly if any such proposal or offer, or any substantive inquiry or other contact with any Person after the date hereof person with respect thereto, is made and shall, in any such notice to the BuyerPurchasers, indicate in reasonable detail the identity of the Person person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact (unless such proposal or offer was unsolicited and its disclosure would subject the Company or the Sellers to liability to the party which made such proposal or offer)contact. The Sellers and the Company will notagrees not to, without the prior written consent of the BuyerPurchasers, release any Person person from, or waive any provision of, any confidentiality or standstill agreement to which any of the Sellers or the Company is a party.

No Solicitation or Negotiation. Except as otherwise specifically contemplated by this Agreement, During the period between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, neither none of the SellersWarrantors shall (and each Warrantor shall cause its representatives, the Companyadvisors and agents and, the Company’s Affiliatesas applicable to such Warrantor, nor their respective its officers, directorsdirectors and employees, representatives or agents will not to) (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the capital stock Equity Securities of the any Group Company or assets of any of its Subsidiaries or any of their material assetsGroup Company, (B) to enter into any merger, consolidation, combination, consolidation or other business combination with any Group Company or the business of any Group Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the any Group Company or any of its Subsidiaries or (ii) knowingly participate in any discussions, conversations, negotiations and other communications regarding, or 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 foregoingforgoing. The Sellers Warrantors shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations and such proposal or offer, or any inquiry or other contact with any Person with respect thereto. The Warrantors shall notify the Buyer Investor promptly if any such proposal or offer, or any substantive inquiry or other contact with any Person after the date hereof with respect thereto, thereto is made and shall, in any such notice to the BuyerInvestor, 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 (unless such proposal or offer was unsolicited and its disclosure would subject contact. Each of the Company or the Sellers to liability to the party which made such proposal or offer). The Sellers and the Company will notWarrantors agrees not to, without the prior written consent of the BuyerInvestor, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any of the Sellers or the Company such Warrantor is a party.

No Solicitation or Negotiation. Except as otherwise specifically contemplated by this Agreement, Accor agrees that between the date of this Agreement hereof and the earlier of (a) the Closing and (b) the termination of this the Master Purchase Agreement, neither the Sellers, the Company, the Company’s none of Accor or any of their respective Affiliates, nor their respective officers, directors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase purchase, directly or indirectly, of all or any portion of the capital stock of the Company or any of its the Transferred Subsidiaries or the Assets (other than any of their material assets, the Retained Hotels) or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company to, directly or indirectly, any of its the Transferred Subsidiaries or (ii) knowingly participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. The Sellers Accor immediately shall notify the Buyer promptly if any such proposal or offercease and cause to be terminated all existing discussions, or any substantive inquiry or conversations, negotiations and other contact communications with any Person after the date hereof Persons conducted heretofore with respect thereto, is made and shall, in any such notice to the Buyer, 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 (unless such proposal or offer was unsolicited and its disclosure would subject the Company or the Sellers to liability to the party which made such proposal or offer). The Sellers and the Company will not, without the prior written consent of the Buyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any of the Sellers or the Company is a party.the

No Solicitation or Negotiation. Except as otherwise specifically contemplated by this Agreement, between The Seller Parties agree that for the period from the date of this Agreement and hereof until the earlier of (a) the Closing and (b) the termination of this AgreementAgreement in accordance with Section 10.01, neither none of the Sellers, the Company, the Company’s Seller Parties or any of their respective Affiliates, nor their respective stockholders, officers, directors, representatives or agents will shall (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the capital stock membership interests of the Company Seller or any of its Subsidiaries the Purchased Assets or any of their material assets, (Bii) to enter into any merger, consolidation, business combination, recapitalization, recapitalization or reorganization or any other extraordinary business transaction involving or otherwise relating to the Company Seller or any of its Subsidiaries the Purchased Assets or (iib) knowingly participate in any discussions, conversations, negotiations and other communications regarding, or 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. The Sellers Seller Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Seller Parties shall notify the Buyer Purchaser promptly if any such proposal or offer, or any substantive inquiry or other contact with any Person after the date hereof with respect thereto, is made and shallmade. The Seller Parties shall not, in any such notice to for the Buyer, indicate in reasonable detail period from the identity date hereof until the earlier of the Person making such proposal, offer, inquiry or contact Closing and the terms and conditions termination of such proposal, offer, inquiry or other contact (unless such proposal or offer was unsolicited and its disclosure would subject the Company or the Sellers to liability to the party which made such proposal or offer). The Sellers and the Company will notthis Agreement in accordance with Section 10.01, without the prior written consent of the BuyerPurchaser, release any Person from, or waive any material provision of, any confidentiality or standstill agreement to which any of the Sellers or the Company Seller is a party.

No Solicitation or Negotiation. Except as otherwise specifically contemplated by this AgreementThe Seller, the Principal Seller Members and the Company agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, neither none of the SellersSeller, the Principal Seller Members, the Company, the Company’s or any of their respective Affiliates, nor their respective officers, managers, directors, representatives or agents will (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the capital stock Shares of the Company or any of its Subsidiaries the Company’s assets or any of their material assets, (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries or (ii) knowingly participate in any discussions, conversations, negotiations and or other communications regarding, or 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. The Sellers Seller, the Principal Seller Members and the Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Seller, the Principal Seller Members and the Company shall notify the Buyer Purchaser promptly if any such proposal or offer, or any substantive inquiry or other contact with any Person after the date hereof with respect thereto, is made and shall, in any such notice to the Buyer, 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 (unless such proposal or offer was unsolicited and its disclosure would subject the Company or the Sellers to liability to the party which made such proposal or offer). The Sellers and the Company will not, without the prior written consent of the Buyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any of the Sellers or the Company is a partymade.

No Solicitation or Negotiation. Except as otherwise specifically contemplated by this Agreement, Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, neither the Sellersnone of Seller, the Company, the Company’s Subsidiary or any of their respective Affiliates, nor their respective officers, directors, representatives Representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the capital stock of Business or the Company or any of its Subsidiaries Subsidiary or any of their material assets, (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business or the Company or any of its Subsidiaries Subsidiary or (ii) knowingly participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. The Sellers Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Seller shall notify the Buyer Purchaser promptly if any such proposal or offer, or any substantive inquiry or other contact with any Person after the date hereof with respect thereto, is made and shall, in any such notice to Purchaser, except to the Buyerextent restricted by a confidentiality agreement in effect as of the date of this Agreement, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the material terms and conditions of such proposal, offer, inquiry or other contact (unless such proposal or offer was unsolicited and its disclosure would subject the Company or the Sellers to liability to the party which made such proposal or offer). The Sellers and the Company will not, without the prior written consent of the Buyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any of the Sellers or the Company is a partycontact.

No Solicitation or Negotiation. Except as otherwise specifically contemplated by this Agreement, The Company and Shareholders agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, neither none of the Sellers, Company or the Company, the Company’s Affiliates, nor Shareholders or any of their respective affiliates, officers, directors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the capital stock equity or other interest of the Company or any of its Subsidiaries or any of their material assetsthe Assets, (B) to enter into any merger, consolidationconsolidation or other business combination with the Company or the Business, combination, or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries or (ii) knowingly participate in any discussions, conversations, negotiations and other communications regarding, or 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 to, do any of the foregoing. The Sellers Company and the Shareholders immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Company or the Shareholders, as the case may be, shall notify the Buyer Purchasers promptly if any such proposal or offer, or any substantive inquiry or other contact with any Person after the date hereof with respect thereto, is made and shall, in any such notice to the BuyerPurchaser, 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 (unless such proposal or offer was unsolicited and its disclosure would subject the Company or the Sellers to liability to the party which made such proposal or offer)contact. The Sellers Company and the Company will notShareholders agree not to, without the prior written consent of the BuyerPurchasers, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any of the Sellers or the Company is a party.

No Solicitation or Negotiation. Except as otherwise specifically contemplated by this Agreement, During the period between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, neither none of the SellersWarrantors shall (and each Warrantor shall cause its representatives, the Companyadvisors and agents and, the Company’s Affiliatesas applicable to such Warrantor, nor their respective its officers, directorsdirectors and employees, representatives or agents will not to) (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the capital stock Equity Securities of the any Group Company or assets of any of its Subsidiaries or any of their material assetsGroup Company, (B) to enter into any merger, consolidation, combination, consolidation or other business combination with any Group Company or the business of any Group Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the any Group Company or any of its Subsidiaries or (ii) knowingly participate in any discussions, conversations, negotiations and other communications regarding, or 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 foregoingforgoing. The Sellers Warrantors shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations and such proposal or offer, or any inquiry or other contact with any Person with respect thereto. The Warrantors shall notify the Buyer Investors promptly if any such proposal or offer, or any substantive inquiry or other contact with any Person after the date hereof with respect thereto, thereto is made and shall, in any such notice to the BuyerInvestors, 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 (unless such proposal or offer was unsolicited and its disclosure would subject contact. Each of the Company or the Sellers to liability to the party which made such proposal or offer). The Sellers and the Company will notWarrantors agrees not to, without the prior written consent of the BuyerInvestors, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any of the Sellers or the Company such Warrantor is a party.