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 Xxxxxx 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx and 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 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 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 (x) the Closing Date or and (y) the termination of this Agreement in accordance with Section 7.3 hereofAgreement, neither none of the Company nor or ARA 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 ARA or assets of the Company or ARA (each other than Inventory to be sold in the ordinary course of the events described in clauses (i) and business), (ii) an “Alternative Transaction”)to enter into any business combination with the Company or ARA or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Company or ARA, 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 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 or shall have been received after the date hereof, 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 contact. The Company agrees not to, and to cause the Company and ARA not to, without the prior written consent of the Buyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Company or ARA is a party.

No Solicitation or Negotiation. The Company Seller covenants and agrees that from and after that, between the date hereof until of this Definitive Agreement and the earlier of the last Closing Date to occur or the termination of this Agreement in accordance with Section 7.3 hereofDefinitive Agreement, neither the Company Seller nor any of its Subsidiaries, Affiliates, officers, directors, representatives or agents will: respective Affiliates will (1i) 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 Seller or the Company or assets Assets of Seller (other than Inventory to be sold in the ordinary course of the Company (each of the events described in clauses (i) and Businesses consistent with past practice), (ii) an “Alternative Transaction”)enter into any business combination, or (2iii) enter into any other extraordinary business transaction involving or otherwise relating to Seller, the Assets or the Businesses. In addition, neither Seller nor any of its Affiliates will participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with respect to, 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 Seller immediately shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations and or other communications with any Persons Person conducted heretofore with respect to any of the foregoing. The Company Seller 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 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 Xxxx 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 InvestorXxxx 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 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 Company Seller 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 Seller nor any of its Subsidiaries, 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 acquisition or equity financing for purchase of all of the Company capital stock of Seller (or any Subsidiary a controlling portion of such stock) or assets of Seller, (ii) to enter into any business combination with Seller or (iii) relating to the any acquisition or purchase of all or any portion of the capital stock of Assets or any assets related to the Company or assets of the Company (each of the events described in clauses (i) and (ii) an “Alternative Transaction”)Business, 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 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 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. Seller agrees 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 Seller 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 (a) the Closing Date or (b) the termination of this Agreement in accordance with pursuant to Section 7.3 8.01(b) or Section 8.02 hereof, neither the Company nor any of shall not, and shall cause its Subsidiaries, Affiliates, officers, directors, officers and employees not to, and shall use reasonable best efforts to cause its representatives not to, directly or agents will: indirectly (1i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i) relating to (A) 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 Company's or any Company Subsidiary's business or assets or any Company Stock or the stock of any Company Subsidiary or (B) any merger, consolidation or other business combination with any of the Company or assets of the any Company (each of the events described in clauses (i) and Subsidiary, (ii) an “Alternative Transaction”), or (2) participate in any discussions, conversationsnegotiations and other communications, negotiations or other communications regarding, 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 of the foregoing or (iii) consider, entertain or accept any proposal from any Person to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to do 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 ; PROVIDED that notwithstanding anything herein to the Investorcontrary, indicate any actions taken by the Company or a Company Subsidiary in reasonable detail the identity accordance with or otherwise permitted by Section 6.01 shall not be deemed to be a violation of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contactthis Section 6.14.

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 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 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.

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.