Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. Seller Companies and Parent shall not, and any of Parent’s and Seller Companies’ Affiliates, representatives, officers, employees, directors, managers or agents shall not, directly or indirectly (a) submit, solicit, initiate, encourage or discuss any proposal or offer from any Person or enter into any Contract or accept any offer relating to or to consummate any (i) reorganization, liquidation, dissolution or recapitalization of any Seller Company; (ii) merger or consolidation involving any Seller Company; (iii) purchase or sale of any of the assets or Equity Interests, Options, stock appreciation rights, phantom stock options or other similar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any Seller Company (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving any Seller Company or its assets; or (v) acquisition by any Seller Company of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person to do or seek to do any of the foregoing; provided, however, that nothing herein shall limit or restrict in any way Seller Companies or Parent from communicating with their legal, accounting and other professional advisors or lenders for the purpose of facilitating the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby. Seller Companies and Parent shall notify Purchaser immediately if any Person makes any proposal, offer, inquiry or contact to any Seller Company or Parent or, to Seller Companies’ or Parent’s knowledge, any other Person, for the purpose of effectuating one or more of the foregoing transactions.

No Solicitation or Negotiation. Until this Agreement is terminated in accordance with Article 12 of this Agreement, Seller Companies and Parent the Shareholders shall not, and Seller shall use its best efforts to ensure that its Shareholders, and any of Parent’s its and Seller Companies’ its Shareholders' Affiliates, representatives, officers, employees, directors, managers directors or agents shall not, directly or indirectly indirectly: (a) submit, solicit, initiate, encourage or discuss any proposal or offer from any Person or enter into any Contract or accept any offer relating to or to consummate any (i) reorganization, liquidation, dissolution or recapitalization of any Seller CompanySeller; (ii) merger or consolidation involving any Seller CompanySeller; (iii) purchase or sale of any of the assets or Equity Interestscapital stock, Options, stock appreciation rights, phantom stock options or other similar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any Seller Company (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving any Seller Company or its assets; or (v) acquisition by any Seller Company of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person to do or seek to do any of the foregoing; provided, provided however, that nothing herein shall limit or restrict in any way Seller Companies or Parent from communicating with their its legal, accounting and other professional advisors or lenders for the purpose of facilitating the transactions contemplated pursuant to by this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement. Seller Companies or any Shareholder shall notify Buyer and Parent shall notify Purchaser immediately if any Person makes any proposal, offer, inquiry or contact to Seller or any Seller Company or Parent Shareholder or, to Seller Companies’ either Seller's or Parent’s knowledgeany Shareholder's Knowledge, any other Person, Person for the purpose of effectuating one or more of the foregoing transactions.

No Solicitation or Negotiation. The Corporations, the Seller Companies and Parent Xx. Xxxxx shall not, and the Corporations shall use their commercial best efforts to ensure that any of Parent’s and Seller Companies’ their Affiliates, representatives, officers, employees, directors, managers directors or agents shall not, directly or indirectly (a) submit, solicit, initiate, encourage or discuss any proposal or offer from any Person or enter into any Contract or accept any offer relating to or to consummate any (i) reorganization, liquidation, dissolution or recapitalization of any Seller Companythe Corporations; (ii) merger or consolidation involving any Seller Companythe Corporations or the Seller; (iii) purchase or sale of any of the assets or Equity Interestscapital stock, Options, stock appreciation rights, phantom stock options or other similar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stockShares, Options, stock appreciation rights, phantom stock options or other such securities) of any the Corporations or the Seller Company (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving any the Corporations, the Seller Company or its their assets; or (v) acquisition by any the Corporations or the Seller Company of other businesses, whether by the purchase of assets or capital stock shares of another Person; or (b) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person to do or seek to do any of the foregoing; provided, provided however, that nothing herein shall limit or restrict in any way the Corporations or the Seller Companies or Parent from communicating with their its legal, accounting and other professional advisors or lenders for the purpose of facilitating the transactions contemplated pursuant to by this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement. Seller Companies and Parent The Corporations shall notify the Purchaser immediately if any Person makes any proposal, offer, inquiry or contact to any the Corporations, the Seller Company or Parent Xx. Xxxxx or, to Seller Companies’ or Parent’s knowledgethe Knowledge of the Corporations, any other Person, Person for the purpose of effectuating one or more of the foregoing transactions.

No Solicitation or Negotiation. A. No Solicitation. Until such time, if any, as this Agreement is terminated pursuant to Article X, the Seller Companies and Parent shall will not, and nor will it authorize or permit any of Parent’s and Acquired Company or any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Seller Companies’ Affiliates, representatives, officers, employees, directors, managers or agents shall notany Acquired Company to, directly or indirectly (a) submitindirectly, solicit, initiate, or encourage any inquiries or discuss any proposal or offer proposals from any Person or enter into any Contract or accept any offer relating to or to consummate any (i) reorganization, liquidation, dissolution or recapitalization of any Seller Company; (ii) merger or consolidation involving any Seller Company; (iii) purchase or sale of any of the assets or Equity Interests, Options, stock appreciation rights, phantom stock options or other similar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any Seller Company (other than a purchase or the Purchaser) relating to any transaction involving the sale of inventory and worn-out all or obsolete assets any part of the Shares, the Business, the Assets or the Transferred Seller Assets (other than in the ordinary course of business), or any Equity Securities of any Subsidiary or of EMA, or any merger, consolidation, business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) combination, or similar transaction or business combination involving any Seller Acquired Company (any such transaction, a "Competing Transaction") or its assets; participate in any discussions or (v) acquisition by negotiations regarding, or furnish to any Seller Company of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish person any information with respect to, assist any Competing Transaction (it being expressly acknowledged by the Purchaser that any transaction involving the sale, merger, consolidation of, share exchange, tender or participate in exchange offer for, business combination with, or facilitate in any other manner any effort similar transaction involving, the Seller or attempt by any Person to do or seek to do any of its subsidiaries other than the foregoingAcquired Companies and which is not inconsistent with this Agreement and the consummation of the transactions contemplated hereby in accordance with its terms shall not fall within the definition of "Competing Transaction", so long as the Seller's obligations under this Agreement shall survive as the obligations of the resulting or surviving Person); provided, however, that nothing herein shall limit or restrict in any way Seller Companies or Parent from communicating with their legal, accounting and other professional advisors or lenders for prior to the purpose approval of facilitating the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby. at a Special Meeting, the Seller may, to the extent required by the fiduciary obligations of the Board of Directors of the Seller as determined in good faith by such Board of Directors with the advice of outside legal counsel (i) in response to an unsolicited request therefor, furnish information with respect to the Acquired Companies and Parent shall notify Purchaser immediately if to any Person makes any proposal, offer, inquiry or contact who has indicated to any the Seller Company or Parent or, that it is interested in pursuing a Competing Transaction and discuss such information with such Person and (ii) following the delivery to Seller Companies’ or Parent’s knowledge, any other Person, for the purpose of effectuating one or more Purchaser of the foregoing transactions.notice required pursuant to Section 6.7(C), participate in discussions or negotiations with any Person that makes, or expresses a bona fide intention to make, a proposal with respect to a Competing Transaction. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of, or any investment banker, attorney, broker, agent or other advisor or representative with implied or express authority, of the Seller or any Acquired Company, shall be deemed to be a breach of this Section 6.7 by the Seller. For purposes of this Agreement, "

No Solicitation or Negotiation. Seller Companies agrees that between the date of this Agreement and Parent shall notthe earlier of (i) the Closing and (ii) the termination of this Agreement, and none of Seller nor any of Parent’s and Seller Companies’ its Affiliates, representativesdirectors, officers, employees, directors, managers representatives or agents shall not, directly or indirectly will (a) submit, solicit, initiate, encourage or discuss accept any proposal other proposals or offer offers from any Person or enter into any Contract or accept any offer relating to or to consummate any (i) reorganization, liquidation, dissolution relating to any acquisition or recapitalization purchase of any Seller Company; (ii) merger or consolidation involving any Seller Company; (iii) purchase or sale of any of the assets or Equity Interests, Options, Seller's capital stock appreciation rights, phantom stock options or other similar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any Seller Company (other than a purchase the exercise of stock options under Seller's employee stock option plans) or sale any material assets of Seller, including, without limitation, the assets of the Optoelectronics Business (other than inventory and worn-out or obsolete assets to be sold in the ordinary course of business consistent with past custom and practice and in accordance practice), (ii) to enter into any business combination with Seller, (iii) to enter into any other extraordinary business transaction involving or otherwise relating to Seller or the terms of this Agreement); Optoelectronics Business, or (iv) similar transaction except as required by the fiduciary duties of Seller's board of directors, relating to (x) any acquisition or purchase of, or tender offer for, all or any portion of Seller's equity securities, or (y) any merger, consolidation or business combination involving any Seller Company or its assets; with Seller, or (vz) acquisition by any other extraordinary business transaction involving or otherwise relating to Seller Company (any of other businessesthe events described in (i), whether by the purchase of assets or capital stock of another Person(ii), (iii) and (iv), being an ("Acquisition Proposal")); or (b) 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 in, facilitate or facilitate in any other manner encourage any effort or attempt by any other Person to do seek or seek to do consummate an Acquisition Proposal. 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; provided. Seller shall promptly (within 24 hours) notify MEI and Buyer if any such proposal or offer, howeveror any inquiry or other contact with any Person with respect thereto, that nothing herein shall limit or restrict is made and shall, in any way Seller Companies or Parent from communicating with their legalsuch notice to MEI and Buyer, accounting and other professional advisors or lenders for indicate in reasonable detail the purpose identify of facilitating the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby. Seller Companies and Parent shall notify Purchaser immediately if any Person makes any making such proposal, offer, inquiry or contact to and the terms and conditions of such proposal, offer, inquiry or other contact. Seller agrees not to, without MEI's prior written consent, release any Seller Company Person from, or Parent or, to Seller Companies’ or Parent’s knowledgewaive any provision of, any other Person, for the purpose of effectuating one confidentiality or more of the foregoing transactionsstandstill agreement to which Seller is a party.

No Solicitation or Negotiation. Seller Companies Between the date hereof and Parent shall notthe earlier of (a) the termination of this Agreement, (b) the Closing and (c) the date that is seventy-five (75) days from the date hereof, neither HCI Holding Co., the Company nor the Shareholders will (nor will HCI Holding Co., the Company or the Shareholders permit any of Parent’s and Seller Companies’ Affiliatesthe officers, representatives, officersdirectors, employees, directorsagents, managers representatives or agents shall not, Affiliates of HCI Holding Co. or the Company to) directly or indirectly indirectly, take any of the following actions with any person other than Parent and Acquisition Co.: (ai) submit, solicit, initiate, entertain or encourage any proposals or discuss offers from, or conduct discussions with or engage in negotiations with any proposal or offer from any Person or enter into any Contract or accept any offer person (other than Parent and Acquisition Co.) relating to any possible acquisition of HCI Holding Co. or to consummate the Company or any of its subsidiaries (i) reorganizationwhether by way of merger, liquidationpurchase of capital stock, dissolution purchase of assets or recapitalization otherwise), any material portion of its or their capital stock or assets or any Seller equity interest in HCI Holding Co. or the Company; (ii) merger or consolidation involving any Seller Company; (iii) purchase or sale of any of the assets or Equity Interests, Options, stock appreciation rights, phantom stock options or other similar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any Seller Company (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving any Seller Company or its assets; or (v) acquisition by any Seller Company of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish any provide information with respect to it or any of its subsidiaries to any person, other than Parent and Acquisition Co., relating to, assist or participate in otherwise cooperate with, facilitate or facilitate in any other manner encourage any effort or attempt by any Person to do such person with regard to, any possible acquisition of HCI Holding Co. or seek to do the Company (whether by way of merger, purchase of capital stock, purchase of assets or otherwise), any portion of its or their capital stock or any material portion of its or their assets or any equity interest in HCI Holding Co. or the Company; or (iii) enter into any agreement with any person (other than Parent and Acquisition Co.) providing for the possible acquisition of HCI Holding Co. or the Company or any of the foregoing; providedits subsidiaries (whether by way of merger, howeverpurchase of capital stock, that nothing herein shall limit purchase of assets or restrict in any way Seller Companies or Parent from communicating with their legal, accounting and other professional advisors or lenders for the purpose of facilitating the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby. Seller Companies and Parent shall notify Purchaser immediately if any Person makes any proposal, offer, inquiry or contact to any Seller Company or Parent or, to Seller Companies’ or Parent’s knowledgeotherwise), any other Person, for portion of its or their capital stock or any material portion of its or their assets or any equity interest in HCI Holding Co. or the purpose of effectuating one Company. The foregoing shall not prevent or more of prohibit the foregoing transactionsHCI Conversion.

No Solicitation or Negotiation. Seller Companies During the Pre-Closing Period, Sellers and Parent the Company shall not, and shall ensure that no Acquired Company and no Representative of any of Parent’s and Acquired Company or any Seller Companies’ Affiliates, representatives, officers, employees, directors, managers or agents shall not, directly or indirectly shall: (a) submit, solicit, initiate, encourage or discuss facilitate the initiation or submission of any expression of interest, inquiry, proposal or offer from any Person (other than Purchaser) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement, understanding or arrangement with, or provide any non-public information to, any Person (other than Purchaser, Sellers’ Representative or their Representatives or Sellers’ counsel and advisors) relating to or in connection with a possible Acquisition Transaction; or (c) entertain or accept any proposal or offer from any Person or enter into any Contract or accept any offer (other than Purchaser) relating to or to consummate a possible Acquisition Transaction. Promptly (and in any event within five (i5) reorganizationdays) after the date of this Agreement, liquidation, dissolution or recapitalization of the Company shall request each Person (other than any Seller Company; or Sellers’ Representative) that has entered into a confidentiality or similar agreement with an Acquired Company during the twelve (ii12) merger months preceding the date of this Agreement in connection with such Person’s consideration of a possible Acquisition Transaction to return or consolidation involving any Seller Company; (iii) purchase destroy all Confidential Information previously furnished to such Person by or sale on behalf of any of the assets or Equity InterestsAcquired Companies, Options, stock appreciation rights, phantom stock options or other similar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any Seller Company (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); such confidentiality or similar agreement, and the Company shall use commercially reasonable efforts to cause each such Person to promptly comply with such request. The Company shall promptly (iv) similar transaction or business combination involving any Seller Company or its assets; or (v) acquisition by any Seller Company of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish any information with respect to, assist or participate in or facilitate and in any other manner event within one (1) Business Day after receipt thereof) give Purchaser written notice of any effort or attempt by any Person to do or seek to do any of the foregoing; provided, however, that nothing herein shall limit or restrict in any way Seller Companies or Parent from communicating with their legal, accounting and other professional advisors or lenders for the purpose of facilitating the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby. Seller Companies and Parent shall notify Purchaser immediately if any Person makes any proposal, offer, inquiry or contact to any Seller Company or Parent written or, to Seller Companies’ the Knowledge of the Company, oral inquiry, indication of interest, proposal, offer or Parent’s knowledgerequest for non-public information relating to a possible Acquisition Transaction that is received by any Acquired Company, any other Seller or any Representative of any Acquired Company or Seller during the Pre-Closing Period. Such notice shall include the identity of the Person making or submitting such inquiry, indication of interest, proposal, offer or request, and the material terms and conditions thereof, subject, in the case of the disclosure of the identity of such Person, for to any confidentiality obligations existing at the purpose of effectuating one or more of the foregoing transactions.Agreement Date. 6.5

No Solicitation or Negotiation. Seller Companies Between the date hereof and Parent shall notthe earlier of the termination of this Agreement and the Closing Date, the Company and the Company Subs will not (nor will the Company or the Company Subs permit any of Parent’s and Seller Companies’ Affiliatestheir respective officers, representatives, officersdirectors, employees, directorsagents, managers representatives or agents shall notaffiliates to), directly or indirectly indirectly, take any of the following actions with any Person other than Buyer: (ai) submit, solicit, initiate, entertain or encourage any proposals or discuss any proposal offers from, or offer from conduct discussions with or engage in negotiations with any Person or enter into any Contract or accept any offer relating to any possible acquisition of the Company or to consummate any or all of the Company Subs (iwhether by way of merger, purchase of Company Membership Units, purchase of Shares, purchase of assets or otherwise), any portion of Company Membership Units or any other equity interest in the Company or any material part of its (tangible or intangible) reorganization, liquidation, dissolution or recapitalization of any Seller Companyassets; (ii) merger or consolidation involving any Seller Company; (iii) purchase or sale of any of the assets or Equity Interests, Options, stock appreciation rights, phantom stock options or other similar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any Seller Company (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving any Seller Company or its assets; or (v) acquisition by any Seller Company of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish any provide information with respect to it to any Person, other than Buyer, relating to, assist or participate in otherwise cooperate with, facilitate or facilitate in any other manner encourage any effort or attempt by any such Person to do or seek to do with regard to, any possible acquisition of the foregoingCompany or any or all of the Company Subs (whether by way of merger, purchase of Company Membership Units, purchase of Shares, purchase of assets or otherwise), any portion of Company Membership Units or any other equity interest in the Company, purchase of Shares, or any material part of the Company's or any Company Sub's (tangible or intangible) assets; provided, however, that nothing herein shall limit or restrict in (iii) enter into any way Seller Companies or Parent from communicating agreement with their legal, accounting and other professional advisors or lenders any Person providing for the purpose possible acquisition of facilitating the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby. Seller Companies and Parent shall notify Purchaser immediately if any Person makes any proposal, offer, inquiry or contact to any Seller Company or Parent orany Company Sub (whether by way of merger, to Seller Companies’ purchase of Company Membership Units, purchase of Shares, purchase of assets or Parent’s knowledgeotherwise), any portion of Company Membership Units, purchase of Shares or any other Personequity interest in the Company or any Company Sub or any material part of their respective (tangible or intangible) assets. In the event the Company or any Company Sub receives any communication from a third party expressing an interest in such a transaction, for the purpose Company will immediately notify Buyer and provide Buyer with a copy of effectuating one or more any written communications and a detailed summary of the foregoing transactionsany oral communications.

No Solicitation or Negotiation. Seller Companies The Purchaser, the Corporation and Parent the Sellers shall not, and the Purchaser and the Corporation shall use their best efforts to ensure that its shareholders, and any of Parent’s its and Seller Companiesits shareholders’ Affiliates, representatives, officers, employees, directors, managers directors or agents shall not, directly or indirectly (a) submit, solicit, initiate, encourage or discuss any proposal or offer from any Person or enter into any Contract or accept any offer relating to or to consummate any (i) reorganization, liquidation, dissolution or recapitalization of any Seller Companythe Purchaser or the Corporation, as the case may be; (ii) merger or consolidation involving any Seller Companythe Purchaser or the Corporation, as the case may be; (iii) purchase or sale of any of the assets or Equity Interestscapital stock, Options, stock appreciation rights, phantom stock options or other similar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any Seller Company the Purchaser or the Corporation, as the case may be (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving any Seller Company the Purchaser or its the Corporation, as the case may be, or their assets; or (v) acquisition by any Seller Company the Purchaser or the Corporation, as the case may be, of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person to do or seek to do any of the foregoing; provided, provided however, that nothing herein shall limit or restrict in any way Seller Companies the Purchaser or Parent the Corporation, as the case may be, from communicating with their its legal, accounting and other professional advisors or lenders for the purpose of facilitating the transactions contemplated pursuant to by this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement. Seller Companies and Parent Each party shall notify Purchaser the other party immediately if any Person makes any proposal, offer, inquiry or contact to any Seller Company or Parent the such party or, to Seller Companies’ or Parentthe such party’s knowledge, any other Person, Person for the purpose of effectuating one or more of the foregoing transactions.

No Solicitation or Negotiation. Seller Companies and Parent shall notThe Company agrees that, and except as permitted by this Section 4.02, neither it nor any of Parent’s its Subsidiaries nor any of the officers, directors and Seller Companiesemployees of it or its Subsidiaries or any of its or its Subsidiaries’ Affiliatesinvestment bankers, representativesattorneys, accountants and other advisors or representatives (such directors, officers, employees, directorsinvestment bankers, managers attorneys, accountants and other advisors or agents representatives, collectively, “Representatives”) retained by the Company or its Subsidiaries in connection with the Merger or the other transactions contemplated hereby (collectively such Representatives, the “Company Transaction Representatives”) shall, and it shall notinstruct and use its reasonable best efforts to cause its and its Subsidiaries’ Representatives retained by the Company or its Subsidiaries other than in connection with the Merger or the other transactions contemplated hereby (collectively such Representatives, the “Other Company Representatives”), in each case, not to, directly or indirectly indirectly, (ai) submitinitiate, solicit, initiatesolicit or knowingly take any action to facilitate, encourage or discuss solicit any Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal, (ii) participate in any discussions or offer from negotiations regarding, or furnish or provide any non-public information to any Person in connection with, any Acquisition Proposal or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or knowingly assist, participate in, facilitate or encourage any effort relating to an Acquisition Proposal by, any Person that is seeking to make, or has made, an Acquisition Proposal, (iii) except as required by applicable Law, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, or (iv) enter into any Contract or accept any offer relating to or to consummate any (i) reorganizationletter of intent, liquidationmemorandum of understanding, dissolution or recapitalization of any Seller Company; (ii) agreement in principle, merger or consolidation involving any Seller Company; (iii) purchase or sale of any of the assets or Equity Interestsagreement, Options, stock appreciation rights, phantom stock options acquisition agreement or other similar equity based participations (or agreement relating to an Acquisition Proposal. In furtherance of the foregoing, except as permitted by this Section 4.02, the Company shall and shall cause its Subsidiaries and its and their Company Transaction Representatives to, and shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ Other Company Representatives to, immediately cease any rights to acquiresolicitation, discussions, or securities convertible into or exchangeable for, negotiations with any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any Seller Company Person (other than Parent, Parent’s Affiliates and their respective Representatives) with respect to an Acquisition Proposal or other proposal that would reasonably be expected to lead to an Acquisition Proposal that existed on or prior to the date hereof. The Company shall promptly request the return or destruction of all non-public information furnished by or on its behalf to any Person and its Representatives (other than Parent, Parent’s Affiliates and their respective Representatives) with respect to any Acquisition Proposal prior to the date hereof. It is understood that any violation of the restrictions on the Company set forth in this Section 4.02 by any Subsidiary of the Company or any Company Transaction Representative shall be deemed a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms breach of this Agreement); (iv) similar transaction or business combination involving any Seller Company or its assets; or (v) acquisition by any Seller Company of other businesses, whether Section 4.02 by the purchase of assets or capital stock of another Person; or (b) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person to do or seek to do any of the foregoing; provided, however, that nothing herein shall limit or restrict in any way Seller Companies or Parent from communicating with their legal, accounting and other professional advisors or lenders for the purpose of facilitating the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby. Seller Companies and Parent shall notify Purchaser immediately if any Person makes any proposal, offer, inquiry or contact to any Seller Company or Parent or, to Seller Companies’ or Parent’s knowledge, any other Person, for the purpose of effectuating one or more of the foregoing transactionsCompany.

No Solicitation or Negotiation. Seller Companies The Company, its Affiliates and their respective officers and other employees with managerial responsibilities, directors, representatives (including any financial advisor or any other investment banker and any attorneys and accountants) and agents shall immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition. The Company promptly shall request each person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company (whether by merger, acquisition of stock or assets or otherwise), to return all confidential information heretofore furnished to such person by or on behalf of the Company. Neither the Company nor any of its Affiliates shall, nor shall the Company authorize or permit any of its or their respective officers, directors, employees, representatives or agents to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition. The Company shall notpromptly (and in any event within one business day after becoming aware thereof) (i) notify Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition, including the terms and conditions thereof and the identity of the party submitting such proposal, and any request for confidential information that is requested in connection with a potential Third Party Acquisition, (ii) provide a copy of Parent’s and Seller Companies’ Affiliates55 62 any written agreements, representatives, officers, employees, directors, managers proposals or agents shall not, directly or indirectly (a) submit, solicit, initiate, encourage or discuss any proposal or offer other materials the Company receives from any Person such person or group (or its representatives) and (iii) advise Parent from time to time of the status thereof and promptly following any material developments of which the Company has knowledge. The Board of Directors of the Company shall not withdraw or modify its recommendation of the transactions contemplated hereby or approve or recommend, or cause or permit the Company to enter into any Contract agreement or accept any offer relating to or to consummate any (i) reorganization, liquidation, dissolution or recapitalization of any Seller Company; (ii) merger or consolidation involving any Seller Company; (iii) purchase or sale of any of the assets or Equity Interests, Options, stock appreciation rights, phantom stock options or other similar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any Seller Company (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving any Seller Company or its assets; or (v) acquisition by any Seller Company of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish any information obligation with respect to, assist or participate any Third Party Acquisition. The Company shall not request acceleration of its currently pending registration statement on Form S-1, circulate preliminary prospectuses contained in or facilitate in any other manner any effort or attempt by any Person such registration statement, nor permit such registration statement to do or seek to do any of be declared effective. On the foregoing; providedClosing Date, however, that nothing herein the Company shall limit or restrict in any way Seller Companies or Parent from communicating with their legal, accounting and other professional advisors or lenders for the purpose of facilitating the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby. Seller Companies and Parent shall notify Purchaser immediately if any Person makes any proposal, offer, inquiry or contact to any Seller Company or Parent or, to Seller Companies’ or Parent’s knowledge, any other Person, for the purpose of effectuating one or more of the foregoing transactionswithdraw its currently pending registration statement.

No Solicitation or Negotiation. Seller Companies Each of the Parent and Parent shall notthe Sellers jointly and severally agrees that, and any of Parent’s and Seller Companies’ Affiliatesexcept as may be required by applicable law, representativesuntil the date this Agreement is terminated, officers, employees, directors, managers or agents it shall not, directly or indirectly indirectly, through any officer, director, agent or representative of it or its Subsidiaries or otherwise, (a) submit, solicit, initiate, encourage or discuss any bid, proposal or offer from any Person or enter into any Contract or accept any offer relating to or to consummate any (i) reorganization, liquidation, dissolution or recapitalization of any Seller Companythe Seller; (ii) merger or consolidation involving any Seller Companythe Seller; (iii) purchase or sale of any of the assets or Equity Interestscapital stock, Options, stock appreciation rights, phantom stock options or other similar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any the Seller Company (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving any the Seller Company or its assets; or (v) acquisition by any the Seller Company of other businesses, whether by the purchase of assets or capital stock of another Person; or , (b) engage in discussions or negotiations with any Person other than the Purchaser with respect to, furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person to do or seek to do any of the foregoing, or (c) accept any competing offer or proposal prior to the expiration of the period described in this Section 6.3; provided, provided however, that nothing herein shall limit or restrict in any way the Seller Companies or Parent from communicating with their its legal, accounting and other professional advisors or lenders for the purpose of facilitating the transactions contemplated pursuant to by this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement. Seller Companies and Parent The Sellers shall notify the Purchaser immediately if any Person makes any proposal, offer, inquiry or contact to any Seller Company or Parent the Sellers or, to Seller Companiesthe Sellers’ or Parent’s knowledge, any other Person, Person for the purpose of effectuating one or more of the foregoing transactions.

No Solicitation or Negotiation. The Seller Companies and Parent shall not, and the Seller shall use its best efforts to ensure that its members, stockholders, and any of Parent’s its and Seller Companies’ its stockholders' or members' Affiliates, representatives, officers, employees, directors, managers or agents shall not, directly or indirectly (a) submit, solicit, initiate, encourage or discuss any proposal or offer from any Person or enter into any Contract or accept any offer relating to or to consummate any (i) reorganization, liquidation, dissolution or recapitalization of any Seller Companythe Seller; (ii) merger or consolidation involving any Seller Companythe Seller; (iii) purchase or sale of any of the assets or Equity Interestscapital stock, Options, stock appreciation rights, phantom stock options or other similar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any shares of such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any the Seller Company (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving any the Seller Company or its assets; or (v) acquisition by any the Seller Company of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person to do or seek to do any of the foregoing; provided, provided however, that nothing herein shall limit or restrict in any way the Seller Companies or Parent from communicating with their its legal, accounting and other professional advisors or lenders for the purpose of facilitating the transactions contemplated pursuant to by this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement. The Seller Companies and Parent shall notify the Purchaser immediately if any Person makes any proposal, offer, inquiry or contact to any the Seller Company or Parent or, to Seller Companies’ or Parent’s the Seller's knowledge, any other Person, Person for the purpose of effectuating one or more of the foregoing transactions.

No Solicitation or Negotiation. Seller Companies (a) The Company, its subsidiaries and Parent shall notother affiliates and their respective officers and other employees with managerial responsibilities, directors, representatives (including the Financial Advisor or any other investment banker and any attorneys and accountants and agents shall immediately cease any discussions or negotiations with any other persons with respect to any Third Party Acquisition (as defined in Section 5.3(c)). The Company also agrees promptly to request each person that has heretofore executed a confidentiality agreement in connection with its consideration of Parent’s acquiring (whether by merger, acquisition of stock or assets or otherwise) the Company or any of its subsidiaries or any of their respective assets, if any, to the extent such confidentiality agreement remains in effect, to return all confidential information heretofore furnished to such person by or on behalf of the Company or any of its subsidiaries. None of the Company nor any of its subsidiaries and Seller Companies’ Affiliatesother affiliates shall, representativesnor shall the Company authorize or permit any of its or their respective officers, officersdirectors, employees, directors, managers representatives or agents shall notto, directly or indirectly (a) submitindirectly, encourage, solicit, initiate, encourage participate in or discuss initiate discussions or negotiations with or provide any proposal information to any person or offer from any Person or enter into any Contract or accept any offer relating to or to consummate any (i) reorganization, liquidation, dissolution or recapitalization of any Seller Company; (ii) merger or consolidation involving any Seller Company; (iii) purchase or sale of any of the assets or Equity Interests, Options, stock appreciation rights, phantom stock options or other similar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any Seller Company group (other than a purchase Intel or sale any designees of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (ivIntel) similar transaction or business combination involving concerning any Seller Company or its assets; or (v) acquisition by any Seller Company of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person to do or seek to do any of the foregoingThird Party Acquisition; provided, however, that nothing herein shall limit if the Board of Directors of the Company determines in good faith, after consultation with and taking into account the advice of outside legal counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's stockholders under the DGCL as such duties would exist in the absence of this Section 5.3, the Company may, in response to a proposal or restrict in offer for a Third Party Acquisition that was not solicited and that the Board of Directors of the Company determines, based on consultation with the Company Financial Advisor, is from a Third Party that is capable of consummating a Superior Proposal and only for so long as the Board of Directors so determines that its actions are likely to lead to a Superior Proposal, (i) furnish information only of the type and scope with respect to the Company that the Company provided to Intel prior to the date hereof to any way Seller Companies or Parent from communicating with their legal, accounting and other professional advisors or lenders for the purpose of facilitating the transactions contemplated such person pursuant to a customary confidentiality agreement as was executed by Intel prior to the execution of this Agreement and (ii) participate in the agreements, documents discussions and transactions contemplated hereby and thereby. Seller Companies and Parent shall notify Purchaser immediately if any Person makes any proposal, negotiations regarding such proposal or offer, inquiry or contact to any Seller Company or Parent or, to Seller Companies’ or Parent’s knowledge, any other Person, for the purpose of effectuating one or more of the foregoing transactions.;

No Solicitation or Negotiation. Seller Companies agrees that between the date of this Agreement and Parent the earlier of the Closing and the termination of this Agreement, Seller shall not, and any shall cause each of Parentthe Company, the Company’s Subsidiary and Seller Companies’ their respective Affiliates, representativesmanagers, officers, employees, directors, managers or representatives and agents shall notnot to, directly or indirectly indirectly, (a) submit, solicit, initiate, consider, encourage or discuss accept any proposal other proposals or offer offers from any Person or enter into any Contract or accept any offer (other than Buyer) relating to or to consummate any (i) reorganizationany acquisition or purchase, liquidationhowever structured, dissolution or recapitalization of any Seller Company; (ii) merger or consolidation involving any Seller Company; (iii) purchase or sale of any of the assets or Equity Interests, Options, stock appreciation rights, phantom stock options or other similar equity based participations (all or any rights to acquireportion of Seller’s equity securities, the Company Securities, the Subsidiary Securities or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any Seller Company the Assets (other than a purchase or the sale of inventory and worn-out or obsolete assets the Products in the ordinary course of business consistent with past custom and practice and in accordance with practice), (ii) any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to Seller, the terms Company or the Company’s Subsidiary or (iii) any license or sublicense of this Agreement); (iv) similar transaction or business combination involving any Seller Know-How controlled by the Company or its assets; Subsidiary or (v) acquisition by Product Trademark, or grant of any Seller Company other right in respect of other businesses, whether by the purchase of assets or capital stock of another Person; any such intellectual property right or (b) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person (other than Buyer) any information with respect to, or otherwise cooperate in any way, assist or participate in in, facilitate or facilitate in any other manner encourage any effort or attempt by any other Person (other than Buyer) to do or seek to do any of the foregoing; provided. Seller immediately shall, howeverand shall cause the Company and the Company’s Subsidiary and each of its and their respective Affiliates, that nothing herein shall limit or restrict in any way Seller Companies or Parent from communicating with their legalmanagers, accounting officers, directors, representatives and agents to, cease and cause to be terminated all existing discussions, conversations, negotiations and other professional advisors or lenders for communications with any Persons (other than Buyer) conducted heretofore with respect to any of the purpose of facilitating the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyforegoing. Seller Companies and Parent shall notify Purchaser Buyer immediately if any such proposal or offer, or any inquiry or other contact with any Person makes (other than Buyer) with respect thereto, is made and shall, in any such notice to 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 (and shall provide any written copy thereof to Buyer). Seller agrees not to, and to cause the Company and the Company’s Subsidiary not to, without the prior written consent of Buyer, release any Seller Person from, or waive any provision of, any confidentiality or standstill agreement to which Seller, the Company or Parent or, to Seller Companies’ or Parentthe Company’s knowledge, any other Person, for the purpose of effectuating one or more of the foregoing transactionsSubsidiary is a party.

No Solicitation or Negotiation. Seller Companies The Purchaser, the Corporation and Parent the Sellers shall not, and the Purchaser and the Corporation shall use their best efforts to ensure that its shareholders, and any of Parent’s its and Seller Companies’ its shareholders' Affiliates, representatives, officers, employees, directors, managers directors or agents shall not, directly or indirectly (a) submit, solicit, initiate, encourage or discuss any proposal or offer from any Person or enter into any Contract or accept any offer relating to or to consummate any (i) reorganization, liquidation, dissolution or recapitalization of any Seller Companythe Purchaser or the Corporation, as the case may be; (ii) merger or consolidation involving any Seller Companythe Purchaser or the Corporation, as the case may be; (iii) purchase or sale of any of the assets or Equity Interestscapital stock, Options, stock appreciation rights, phantom stock options or other similar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any Seller Company the Purchaser or the Corporation, as the case may be (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving any Seller Company the Purchaser or its the Corporation, as the case may be, or their assets; or (v) acquisition by any Seller Company the Purchaser or the Corporation, as the case may be, of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person to do or seek to do any of the foregoing; provided, provided however, that nothing herein shall limit or restrict in any way Seller Companies the Purchaser or Parent the Corporation, as the case may be, from communicating with their its legal, accounting and other professional advisors or lenders for the purpose of facilitating the transactions contemplated pursuant to by this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement. Seller Companies and Parent Each party shall notify Purchaser the other party immediately if any Person makes any proposal, offer, inquiry or contact to any Seller Company or Parent the such party or, to Seller Companies’ or Parent’s the such party's knowledge, any other Person, Person for the purpose of effectuating one or more of the foregoing transactions.

No Solicitation or Negotiation. Seller Companies and Parent shall notagrees that, and any of Parent’s and Seller Companies’ Affiliatesexcept as may be required by applicable law, representativesuntil the date this Agreement is terminated or until the Closing, officers, employees, directors, managers or agents it shall not, directly or indirectly indirectly, through any officer, director, agent or representative of it or its Subsidiaries, Affiliates or otherwise, (a) submit, solicit, initiate, encourage or discuss (including by way of furnishing any non-public information) any bid, proposal or offer from any Person or Person, enter into any Contract contract, agreement or understanding or accept any offer relating to or to consummate any (i) reorganization, liquidation, dissolution or recapitalization transfer of any Seller Company; (ii) merger or consolidation involving any Seller Company; (iii) purchase or sale of any assets of the assets or Equity Interests, Options, stock appreciation rights, phantom stock options or other similar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any Seller Company Division (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) or any similar transaction or business combination involving any Seller Company the Division or its assets; nor shall Seller engage in discussions or (v) acquisition by negotiations with any Seller Company of Person other businessesthan Purchaser with respect to, whether by the purchase of assets or capital stock of another Person; or (b) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person to do or seek to do any of the foregoing, or accept any competing offer or proposal prior to the expiration of the period described in this Section 7.3; provided, provided however, that nothing herein shall limit or restrict in any way Seller Companies or Parent from communicating with their its legal, accounting and other professional advisors or lenders for the purpose of facilitating the transactions contemplated pursuant to by this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement. Seller Companies and Parent shall notify Purchaser immediately if prior to the Closing or the termination of this Agreement, any Person makes any proposal, offer, inquiry or contact to any Seller Company or Parent or, to Seller Companies’ or ParentSeller’s knowledgeKnowledge, any other Person, Person for the purpose of effectuating one or more of the foregoing transactionstransactions and promptly provide Purchaser a copy of any such proposal received in writing or a written summary of any other proposal made orally.

No Solicitation or Negotiation. Seller Companies From the date hereof until the earlier of the termination of this Agreement and Parent shall notthe Effective Time, without limiting Sections 6.1 and 6.2, the Company will not (nor will the Company permit any Subsidiary or any of Parent’s and Seller Companies’ Affiliatesits or their officers, representatives, officersdirectors, employees, directorsagents, managers or agents shall not, representatives to) directly or indirectly indirectly, take any of the following actions with any Person other than Parent, its representatives or Affiliates: (a) submit, solicit, initiateinitiate or encourage any proposals or offers from, encourage or discuss any proposal conduct discussions with or offer from engage in negotiations with, any Person or enter into any Contract or accept any offer relating to or to consummate any (i) reorganization, liquidation, dissolution or recapitalization of any Seller Company; (ii) merger or consolidation involving any Seller Company; (iii) purchase or sale of any possible acquisition of the assets or Equity InterestsCompany (whether by way of merger, Options, stock appreciation rights, phantom stock options or other similar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such purchase of capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any Seller Company (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving any Seller Company or its assets; or (v) acquisition by any Seller Company of other businesses, whether by the purchase of assets or capital stock otherwise), any portion of another Personthe Company Capital Stock or any other equity interest in the Company, or any material part of its Intellectual Property or other assets; or (b) furnish any provide information with respect to it to any Person, other than Parent, its representatives or Affiliates, relating to, assist or participate in otherwise cooperate with or facilitate in any other manner any effort or attempt by any such Person to do or seek to do with regard to, any possible acquisition of the foregoingCompany (whether by way of merger, purchase of capital stock, purchase of assets or otherwise), any portion of the Company Capital Stock or any other equity interest in the Company or any material part of its Intellectual Property or other assets; provided, however, that nothing herein shall limit or restrict in (c) enter into any way Seller Companies or Parent from communicating agreement with their legal, accounting and other professional advisors or lenders any Person providing for the purpose possible acquisition of facilitating the transactions contemplated Company (whether by way of merger, purchase of capital stock, purchase of assets or otherwise), any portion of the Company Capital Stock or any other equity interest in the Company or any material part of its Intellectual Property or other assets. The Company shall immediately cease and cause to be terminated, and shall cause its Subsidiaries and representatives to immediately terminate and cause to be terminated, all existing discussions or negotiations with any Persons conducted on or prior to the date hereof with respect to, or that would reasonably be expected to result in, the acquisition of the Company (whether by way of merger, purchase of capital stock, purchase of assets or otherwise), any portion of the Company Capital Stock or any other equity interest in the Company or any material part of its Intellectual Property or other assets. Notwithstanding the foregoing, nothing in this Section 6.3 shall, or shall be deemed to, prohibit the Company from issuing shares of Company Common Stock pursuant to this Agreement and the agreementsconversion or exchange of any Company Preferred Stock or pursuant to the exercise of Company Stock Options, documents and transactions contemplated hereby and thereby. Seller Companies and Parent shall notify Purchaser immediately if any Person makes any proposalin each case, offer, inquiry or contact to any Seller Company or Parent or, to Seller Companies’ or Parent’s knowledge, any other Person, for the purpose of effectuating one or more outstanding as of the foregoing transactionsdate of this Agreement.

No Solicitation or Negotiation. Seller Companies agrees that between the date of this Agreement and Parent shall notthe earlier of (i) the Closing and (ii) the termination of this Agreement, and none of Seller nor any of Parent’s and Seller Companies’ Affiliatesits Affiliates (including the Company), representativesdirectors, officers, employees, directors, managers representatives or agents shall not, directly or indirectly will: (a) submit, solicit, initiate, encourage or discuss accept any proposal other proposals or offer offers from any Person or enter into any Contract or accept any offer relating to any direct acquisition or to consummate any (i) reorganization, liquidation, dissolution or recapitalization purchase of any Seller Company; (ii) merger or consolidation involving any Seller Company; (iii) purchase or sale of any of the assets or Equity Interests, Options, stock appreciation rights, phantom stock options or other similar 's equity based participations (interests or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) material assets of any Seller Company (other than a purchase or sale of inventory and worn-out or obsolete assets to be sold in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); practice) (iva "Bandwidth Acquisition Proposal") similar transaction or business combination involving any Seller Company or its assets; or (v) acquisition by any Seller Company of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) 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 in, facilitate or facilitate in any other manner encourage any effort or attempt by any other Person to do seek or seek to do consummate a Bandwidth Acquisition Proposal. Seller and 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; provided. For the avoidance of doubt, howeverthe foregoing provision shall in no way restrict the ability of Seller to solicit, that nothing herein initiate, encourage or accept any other proposals or offers from any Person relating to, nor shall limit the term "Bandwidth Acquisition Proposal" be deemed to include: (i) any acquisition or restrict purchase of, or tender offer for, all or any portion of Seller's equity securities, (ii) any merger, consolidation or business combination with Seller, or (iii) any other extraordinary business transaction involving or otherwise relating to Seller. Seller shall promptly notify Buyer if any Bandwidth Acquisition Proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any way Seller Companies or Parent from communicating with their legalsuch notice to Buyer, accounting and other professional advisors or lenders for indicate in reasonable detail the purpose identity of facilitating the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby. Seller Companies and Parent shall notify Purchaser immediately if any Person makes any making such proposal, offer, inquiry or contact to and the terms and conditions of such proposal, offer, inquiry or contact. Except as otherwise required by law, Seller shall hold the specific terms of this Agreement confidential in the event of any Seller Company or Parent or, to Seller Companies’ or Parent’s knowledge, any other Person, for the purpose of effectuating one or more of the foregoing transactionsunsolicited Bandwidth Acquisition Proposal.