Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. The Company agrees that from and after the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with Section 7.3 hereof, neither the Company nor any of its Subsidiaries, Affiliates, officers, directors, representatives or agents will: (1) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i) relating to any debt or equity financing for the Company or any Subsidiary or (ii) relating to the acquisition or purchase of all or any portion of the capital stock of the Company or assets of the Company (each of the events described in clauses (i) and (ii) an “Alternative Transaction”), or (2) participate in any discussions, conversations, negotiations 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 Alternative Transaction. The Company shall immediately 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 Investor promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the Investor, 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.

No Solicitation or Negotiation. The Company agrees that from and after between the date hereof until of this Agreement and the earlier of (a) the Closing Date or and (b) the termination of this Agreement in accordance with Section 7.3 hereofAgreement, neither the Company nor any of its Subsidiaries, respective Affiliates, officers, directors, representatives or agents will: will (1i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (iA) relating to any debt or equity financing for the Company or any Subsidiary or (ii) relating to the acquisition or purchase of all or any portion of the capital stock of the Company or assets of ▇▇▇▇▇▇ and Company or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Company (each of the events described in clauses (i) or ▇▇▇▇▇▇ and Company or (ii) an “Alternative Transaction”), or (2) participate in any discussions, conversations, negotiations or 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 Alternative Transactionof the foregoing. The Company immediately shall immediately 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 Investor Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the InvestorParent, 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. The Company agrees not to, and to cause the Company and ▇▇▇▇▇▇ and Company not to, without the prior written consent of Parent, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Company or ▇▇▇▇▇▇ and Company is a party.

No Solicitation or Negotiation. The Company agrees that from and after Except as otherwise specifically contemplated by this Agreement, between the date hereof until of this Agreement and the earlier of (a) the Closing Date or and (b) the termination of this Agreement in accordance with Section 7.3 hereofAgreement, neither the Company nor any of its SubsidiariesSellers, the Company, the Company’s Affiliates, nor their respective officers, directors, representatives or agents will: will (1i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (iA) relating to any debt or equity financing for the Company or any Subsidiary or (ii) relating to the acquisition or purchase of all or any portion of the capital stock of the Company or assets 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 (each or any of the events described in clauses (i) and its Subsidiaries or (ii) an “Alternative Transaction”), or (2) knowingly participate in any discussions, conversations, negotiations or 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 Alternative Transaction. The Company shall immediately 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 Sellers shall notify the Investor 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 InvestorBuyer, 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 contactcontact (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. The Subject to Section 9.15, the Company agrees that from and after the date hereof Signing Date until the earlier occurrence of the Closing Date or the termination of this Agreement in accordance with Section 7.3 hereofa Covenant Expiration Event, neither the Company Company, nor any of its Subsidiaries, Affiliates, officers, directors, representatives or agents will: (1) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i) relating to any debt or equity financing for the Company or any Subsidiary or (ii) relating to the acquisition or purchase of all or any portion of the capital stock of the Company or assets of the Company, or (ii) to enter into any merger, consolidation, reorganization, or other business combination with the Company (each of the events described in clauses (i) and (ii) an “Alternative Transaction”), or (2) participate in any discussions, conversations, negotiations 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 Alternative Transaction. The Company shall immediately 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 Investor Investors promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the InvestorInvestors, 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. The Company agrees not to, without the prior written consent of the Requisite Holders, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which it is a party. For the purposes of clarification, joint ventures or other similar collaborative transactions with non-financial participants which are not primarily intended to raise capital shall not be deemed an Alternative Transaction.

No Solicitation or Negotiation. The Company agrees and each of the Stockholders agree that from and after between the date hereof until of this Agreement and the earlier of (i) the Closing Date or and (ii) the termination of this Agreement in accordance with Section 7.3 hereofAgreement, neither none of the Stockholders, the Company nor or any of its Subsidiaries, their respective Affiliates, officers, directors, representatives or agents will: will (1a) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i) relating to any debt or equity financing for the Company or any Subsidiary or (ii) relating to the acquisition or purchase of all or any portion of the capital stock of the Company or assets of the Company (each of the events described in clauses (i) and Company, (ii) an “Alternative Transaction”)to enter into any business combination with the Company or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Company, or (2b) participate in any discussions, conversations, negotiations or 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 Alternative Transactionof the foregoing. The Company and the Stockholders immediately shall immediately 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 and the Stockholders shall notify the Investor Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the InvestorParent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry proposal or contact offer and the terms and conditions of such proposalproposal or offer. Each of the Company and the Stockholders agree not to and without the prior written consent of Parent, offerrelease any Person from, inquiry or other contactwaive any provision of, any confidentiality or standstill agreement to which the Company is a party.

No Solicitation or Negotiation. The Company Seller agrees that from and after between the date hereof until of this Agreement and the earlier of (a) the Closing Date or and (b) the termination of this Agreement in accordance with Section 7.3 hereofAgreement, neither none of Seller, the Company nor Company, the Company’s Subsidiary or any of its Subsidiaries, their respective Affiliates, officers, directors, representatives Representatives or agents will: will (1i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (iA) relating to any debt or equity financing for the Company or any Subsidiary or (ii) relating to the acquisition or purchase of all or any portion of the capital stock of Business or the Company or assets of its Subsidiary or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or the Company (each of the events described in clauses (i) and or its Subsidiary or (ii) an “Alternative Transaction”), or (2) participate in any discussions, conversations, negotiations or 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 Alternative Transactionof the foregoing. The Company Seller immediately shall immediately 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 Seller shall notify the Investor Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Purchaser, except to the Investorextent 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.

No Solicitation or Negotiation. The Company Each of the Sellers agrees that from and after between the date hereof until of this Agreement and the earlier of (i) the Closing Date or and (ii) the termination of this Agreement in accordance with Section 7.3 hereofAgreement, neither none of the Sellers, the Company nor or any of its Subsidiaries, their respective Affiliates, officers, directors, representatives or agents will: will (1a) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i) relating to any debt or equity financing for the Company or any Subsidiary or (ii) relating to the acquisition or purchase of all or any portion of the capital stock of the Company or assets of the Company (each of the events described in clauses (i) and Company, (ii) an “Alternative Transaction”)to enter into any business combination with the Company or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Company, or (2b) participate in any discussions, conversations, negotiations or 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 Alternative Transactionof the foregoing. The Company Sellers immediately shall immediately 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 Sellers shall notify the Investor Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the InvestorPurchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry proposal or contact offer and the terms and conditions of such proposalproposal or offer. Each of the Sellers agrees not to, offerand to cause the Company not to, inquiry without the prior written consent of the Purchaser, release any Person from, or other contactwaive any provision of, any confidentiality or standstill agreement to which the Company is a party.

No Solicitation or Negotiation. The Astra and the Company agrees agree that from and after between the date hereof until of this Agreement and the earlier of (i) the Closing Date or Effective Time and (ii) the termination of this Agreement in accordance with Section 7.3 hereofAgreement, neither Astra nor the Company will, nor will either authorize or permit any of its SubsidiariesCompany Subsidiary or any officer, Affiliatesdirector or employee of, officersor any financial advisor, directorsaccountant or other representative retained by, representatives Astra, the Company, any Company Subsidiary or agents will: their Affiliates (1) solicitcollectively, initiatethe "Company Representatives"), considerto, directly or indirectly, solicit or encourage any inquiries or accept proposals for (or which may reasonably be expected to lead to), or engage in discussions with or provide any other proposals or offers from information to any Person (other than a Company Representative) in connection with, (i) relating to the acquisition of any debt stock, assets or equity financing for business of the Company or any Company Subsidiary, (ii) any merger or consolidation involving the Company or any Company Subsidiary or (iiiii) relating to the acquisition any recapitalization or purchase of all or any portion of the capital stock restructuring of the Company or assets any Company Subsidiary, in each case, regardless of whether a third party is involved. Astra and the Company (each of the events described in clauses (i) and (ii) an “Alternative Transaction”), or (2) participate in any discussions, conversations, negotiations 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 Alternative Transaction. The Company immediately shall immediately cease and cause to be terminated all existing discussions, discussions conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Company shall notify the Investor Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the InvestorParent, 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.. The Company agrees not

No Solicitation or Negotiation. The Company agrees that from and after During the period between the date hereof until of this Agreement and the earlier of (a) the Closing Date or and (b) the termination of this Agreement in accordance with Section 7.3 hereofAgreement, neither none of the Company nor any of Warrantors shall (and each Warrantor shall cause its Subsidiariesrepresentatives, Affiliatesadvisors and agents and, as applicable to such Warrantor, its officers, directorsdirectors and employees, representatives or agents will: not to) (1i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (iA) relating to any debt or equity financing for the Company or any Subsidiary or (ii) relating to the acquisition or purchase of all or any portion of the capital stock Equity Securities of the any Group Company or assets of any Group Company, (B) to enter into any merger, consolidation or other business combination with any Group Company or the business of any Group Company or (each of the events described in clauses (iC) and to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to any Group Company or (ii) an “Alternative Transaction”), or (2) participate in any discussions, conversations, negotiations or 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 Alternative Transactionof the forgoing. The Company Warrantors shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations and such proposal or offer, or any inquiry or other communications contact with any Persons conducted heretofore Person with respect to any of the foregoingthereto. The Company Warrantors shall notify the Investor promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, thereto is made and shall, in any such notice to the Investor, 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. Each of the Warrantors agrees not to, without the prior written consent of the Investor, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Warrantor is a party.

No Solicitation or Negotiation. The Company Parent agrees that from and ------------------------------ after the date hereof of this Agreement until the earlier to occur of (i) the Closing Date or (ii) the termination of this Agreement in accordance with under Section 7.3 hereof9.1, neither it will not, directly or indirectly, nor will it permit any officer, director or agent of the Company Parent, nor any of its Subsidiaries, Affiliates, officers, directors, representatives affiliates or agents will: advisors or any of their respective officers or directors to (1a) solicit, initiate, consider, encourage solicit any proposal or accept any other proposals or offers offer from any Person person (i) relating to any debt other than the Buyer or equity financing for the Company or any Subsidiary or (iiits Representatives) relating to the acquisition or purchase of all or any portion sale of the capital stock of Existing Shares or the Company or assets of the Company Company, or any material portion thereof or any financing arrangements related thereto, (each b) provide any non-public information to any person (other than the Buyer and the Representatives) for use in preparing any proposal or offer relating to the sale of the events described in clauses (i) and (ii) an “Alternative Transaction”)Existing Shares or the assets of the Company, or any material portion thereof, or (2c) participate in encourage, discuss with, accept, provide information for, approve, assist, respond to or enter into any discussions, conversations, negotiations regarding any proposal or offer from any person (other communications regardingthan the Buyer) relating to a sale of the Existing Shares or the assets of the Company, 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 Alternative Transactionmaterial portion thereof. The Company Parent shall immediately cease advise the Buyer orally and cause to be terminated all existing discussionsin writing of its receipt of any oral or written notice, conversations, negotiations and other communications with any Persons conducted heretofore with respect discussion or request for information related to any of the foregoing. The Company shall notify the Investor promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the Investor, 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.

No Solicitation or Negotiation. The Each of Classic and the Company agrees that from and after between the date hereof until of this Agreement and the earlier of (i) the Closing Date or and (ii) the termination of this Agreement in accordance with Section 7.3 hereofAgreement, neither Classic nor the Company nor any of its Subsidiaries, their respective Affiliates, officers, directors, representatives or agents will: will (1a) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i) relating to any debt or equity financing for the Company or any Subsidiary or (ii) relating to the acquisition or purchase of all or any portion of the capital stock of Classic or the Company or assets of Classic or the Company (each of the events described in clauses (i) and Company, (ii) an “Alternative Transaction”)to enter into any business combination with Classic or the Company or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to Classic or the Company, or (2b) participate in any discussions, conversations, negotiations or 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 Alternative Transactionof the foregoing. The Each of Classic and the Company immediately shall immediately 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, other than as required by the Exchange Act in connection with the Tender Offer. The Each of Classic and the Company shall notify the Investor Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the InvestorPurchaser, 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. Each of Classic and the Company agrees not to, without the prior written consent of the Purchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Classic or the Company is a party.

No Solicitation or Negotiation. The Seller, the Principal Seller Members and the Company agrees agree that from and after between the date hereof until of this Agreement and the earlier of (a) the Closing Date or and (b) the termination of this Agreement in accordance with Section 7.3 hereofAgreement, neither none of the Company nor Seller, the Principal Seller Members, the Company, or any of its Subsidiaries, their respective Affiliates, officers, managers, directors, representatives or agents will: will (1i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (iA) relating to any debt or equity financing for the Company or any Subsidiary or (ii) relating to the acquisition or purchase of all or any portion of the capital stock Shares of the Company or the Company’s assets of or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Company (each of the events described in clauses (i) and or (ii) an “Alternative Transaction”), or (2) participate in any discussions, conversations, negotiations 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 Alternative Transactionof the foregoing. The Seller, the Principal Seller Members and the Company immediately shall immediately 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 Investor Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the Investor, 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 contactmade.

No Solicitation or Negotiation. The Seller and the Company agrees agree that from and after between the date hereof until of this Agreement and the earlier of (i) the Closing Date or and (ii) the termination of this Agreement in accordance with Section 7.3 hereofAgreement, neither none of the Seller, the Company nor or any of its Subsidiaries, their respective Affiliates, officers, directors, representatives or agents will: , directly or indirectly, (1a) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i) relating to any debt or equity financing for the Company or any Subsidiary or (ii) relating to the acquisition or purchase of all or any portion of the capital stock of the Company or assets of the Company (each of the events described in clauses (i) and Company, (ii) an “Alternative Transaction”)to enter into any business combination with the Company or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Company, or (2b) participate in any discussions, conversations, negotiations or 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 Alternative Transactionof the foregoing. The Seller and the Company immediately shall immediately 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 and the Company shall notify the Investor Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the InvestorPurchaser, 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. The Seller agree not to, and to cause the Company not to, without the prior written consent of the Purchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Seller or the Company are a party.

No Solicitation or Negotiation. The Company agrees that from and after the date hereof Signing Date until the earlier occurrence of the Closing Date or the termination of this Agreement in accordance with Section 7.3 hereofCovenant Expiration Event, neither the Company Company, nor any of its Subsidiaries, Affiliates, officers, directors, representatives or agents will: (1) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i) relating to any debt or equity financing for the Company or any Subsidiary or (ii) relating to the acquisition or purchase of all or any portion of the capital stock of the Company or assets of the Company, or (ii) to enter into any merger, consolidation, reorganization, or other business combination with the Company (each of the events described in clauses (i) and (ii) an “Alternative Transaction”), or (2) participate in any discussions, conversations, negotiations 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 Alternative Transaction. The Company shall immediately 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 Investor Investors promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the InvestorInvestors, 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. The Company agrees not to, without the prior written consent of the Requisite Holders, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which it is a party. For the purposes of clarification, joint ventures or other similar collaborative transactions with non-financial participants which are not primarily intended to raise capital shall not be deemed an Alternative Transaction.

No Solicitation or Negotiation. The Company agrees that from and after between the date hereof until of this Agreement and the earlier of (i) the Closing Date or Effective Time and (ii) the termination of this Agreement in accordance with Section 7.3 hereofAgreement, neither none of the Company nor or any of its Subsidiaries, Affiliatesaffiliates, officers, directors, representatives or agents will: will (1a) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person person or entity (iA) relating to any debt or equity financing for the Company or any Subsidiary or (ii) relating to the acquisition or purchase of all or any portion of the capital stock or a material portion of the assets of the Company, (B) to enter into any business combination with the Company or assets of (C) to enter into any other extraordinary business transaction involving or otherwise relating to the Company (each of the events described in clauses (i) and (ii) an “Alternative Transaction”), or (2b) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person person or entity 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 person or entity to seek to do any Alternative Transactionof the foregoing. The Company immediately shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons persons or entities conducted heretofore with respect to any of the foregoing. The Company shall notify the Investor Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person person or entity with respect thereto, is made and shall, in any such notice to the InvestorParent, indicate in reasonable detail the identity of the Person person or entity making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. The Company agrees not to, without the prior written consent of Parent, release any person or entity from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a party.

No Solicitation or Negotiation. The Company Each Seller agrees that from and after between the date hereof until of this Agreement and the earlier of (i) the Closing Date or (ii) the termination of this Agreement in accordance with Section 7.3 hereofAgreement, neither none of Sellers, the Company nor Corporation or any of its Subsidiaries, their respective Affiliates, officers, directors, representatives or agents will: will (1A) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i1) relating to any debt or equity financing for the Company or any Subsidiary or (ii) relating to the acquisition or purchase of all or any portion of the capital stock of the Company or assets of the Company Corporation, (each of 2) to enter into any business combination with the events described in clauses Corporation or (i3) and (ii) an “Alternative Transaction”)to enter into any other extraordinary business transaction involving or otherwise relating to the Corporation or its assets, or (2B) participate in any discussions, conversations, negotiations 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 Alternative Transactionof the foregoing. The Company Each Seller immediately shall immediately 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 Sellers shall notify the Investor Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the InvestorPurchaser, 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. Sellers agree not to, and to cause the Corporation not to, without the prior written consent of Purchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which either Seller or the Corporation is a party.

No Solicitation or Negotiation. The Company agrees that from and after between the date hereof until of this Agreement and the earlier of (i) the Closing Date or and (ii) the termination of this Agreement in accordance with Section 7.3 hereofAgreement, neither the Company nor any of its Subsidiaries, Subsidiaries nor any of their respective Affiliates, officers, directors, representatives directors or agents will: Representatives will (1a) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (other than the Buyer) (i) relating to any debt or equity financing for the Company or any Subsidiary or (ii) relating to the acquisition or purchase of all or any portion of the capital stock Transferred Assets or the Business and not to the Company’s other businesses, (ii) to enter into any business combination or other extraordinary business transaction, except as would not have a Material Adverse Effect or as would not materially delay the ability of the Company or assets of the Company (each of the events described in clauses (i) and (ii) an “Alternative Transaction”)to perform its obligations under this Agreement, or (2iii) release any Person from, or waive any provision of, any confidentiality agreement that relates to the Business or the Transferred Assets, or (b) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person (other than the Buyer) any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any Alternative Transactionof the foregoing. The Company immediately shall immediately 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 Investor Buyer promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the InvestorBuyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the principal terms and conditions of such proposal, offer, inquiry or other contact.

No Solicitation or Negotiation. The Company agrees that from and after the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with Section 7.3 5.3 hereof, neither the Company nor any of its Subsidiaries, Affiliates, officers, directors, representatives or agents (including its financial advisors) will: (1) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i) relating to any debt or equity financing for the Company or any Subsidiary or (ii) relating to the acquisition or purchase of all or any portion of the capital stock of the Company or assets of the Company (each of the events described in clauses (i) and (ii) an “Alternative Transaction”), or (2) participate in any discussions, conversations, negotiations 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 Alternative Transaction. The Company shall immediately 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 Investor ▇▇▇▇ Capital promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the Investor▇▇▇▇ Capital, 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.

No Solicitation or Negotiation. The Company agrees that from and after Between the date hereof until of this Agreement and the earlier of (a) the Closing Date or and (b) the termination of this Agreement in accordance with Section 7.3 hereofAgreement, neither the Sellers, Company nor any of its Subsidiaries, their respective Affiliates, officers, directors, representatives or agents will: will (1i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (iA) relating to any debt or equity financing for the Company or any Subsidiary or (ii) relating to the acquisition or purchase of all or any portion of the capital stock of the Company or material assets of the Company, (B) to enter into any merger, consolidation or other business combination with the Company or (each of C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the events described in clauses (i) and Company or (ii) an “Alternative Transaction”), or (2) knowingly participate in any discussions, conversations, negotiations or 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 Alternative Transactionof the foregoing. The Company and the Sellers immediately shall immediately 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 Investor Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the InvestorPurchaser, 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 contactcontact (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 Purchaser, 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.