Common use of No Solicitations Clause in Contracts

No Solicitations. (a) During the Pre-Closing Period, the Company shall not, directly or indirectly, initiate, solicit or knowingly encourage any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition or similar transaction involving the purchase of a majority interest in the Company, all or substantially all of the Company’s assets or a majority of the Company Capital Stock (an “Alternative Transaction”). (b) During the Pre-Closing Period, the Company will not, and the Company will not permit any of the members of the Company Board or any of its officers, employees, advisors, representatives or agents to, directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any Alternative Transaction other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person or entity, any information concerning the business, operations, properties or assets of the Company in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person or entity to do or seek any of the foregoing. The Company shall promptly notify Parent in writing if the Company has received any proposal or offer with respect to an Acquisition Transaction. (c) The Company shall, and the Company shall cause its representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any persons or entities (other than Parent and MergerCo) conducted heretofore with respect to any Acquisition Transaction.

No Solicitations. (a) During the Pre-period from the date hereof through the Closing Periodor the earlier termination of this Agreement pursuant to Article IX, the Company Seller shall not, directly or indirectly, initiate, solicit or knowingly encourage any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition or similar transaction involving the purchase of a majority interest in the Company, all or substantially all of the Company’s assets or a majority of the Company Capital Stock (an “Alternative Transaction”). (b) During the Pre-Closing Period, the Company will not, and the Company will shall instruct its Representatives not permit any of the members of the Company Board or any of its officers, employees, advisors, representatives or agents to, directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter intointo with any third party (other than Buyer, its Affiliates and its and their respective Affiliates and Representatives), either as the proposed surviving, merged, acquiring or acquired corporation, any Alternative Transaction transaction involving a merger, consolidation, business combination, purchase or disposition of any assets of the Company or any Subsidiary of the Company (other than in the Ordinary Course of Business or as otherwise not prohibited by Section 5.1(a)) or any capital stock of the Company or any Subsidiary of the Company other than the transactions contemplated by this Agreement the Transaction Agreements (each, an “Acquisition Transaction”), (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, furnished to any Person or entity(other than Buyer, its Affiliates and its and their respective Affiliates and Representatives) any information concerning the business, operations, properties or assets of the Company or any Subsidiary of the Company in connection with an Acquisition Transaction, Transaction or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person or entity (other than Buyer, its Affiliates and its and their respective Affiliates and Representatives) to do or seek any of the foregoing. The Company shall promptly notify Parent in writing if the Company has received any proposal or offer with respect to an Acquisition Transaction. (cb) The Company Seller shall, and the Company shall cause its representatives Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any persons or entities Persons (other than Parent Buyer, its Affiliates and MergerCoits and their respective Affiliates and Representatives) conducted heretofore with respect to any Acquisition Transaction.

No Solicitations. (a) During the Pre-Closing Period, neither the Company shall notnor the Stockholders shall, directly or indirectly, initiate, solicit or knowingly encourage any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition or similar transaction involving the purchase of a majority interest in the Company, all or substantially all of the Company’s assets or a majority of the Company Capital Stock (an “Alternative Transaction”). (b) During the Pre-Closing Period, neither the Company will notnor the Stockholders will, and the Company will not permit any of the members of the Company Board or any of its officers, employees, advisors, representatives or agents to, directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any Alternative Transaction other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person or entity, any information concerning the business, operations, properties or assets of the Company in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person or entity to do or seek any of the foregoing. The Company shall promptly notify Parent and Buyer in writing if the Company has received any proposal or offer with respect to an Acquisition Transaction. (c) The Company and the Stockholders shall, and the Company shall cause its representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any persons or entities (other than Parent and MergerCoBuyer) conducted heretofore with respect to any Acquisition Alternative Transaction.

No Solicitations. (a) During the Pre-Closing Period, the Company shall not, directly or indirectly, initiate, solicit or knowingly encourage any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition or similar transaction involving the purchase of a majority interest in the Company, all or substantially all of the Company’s assets or a majority of the Company Capital Stock (an “Alternative Transaction”). (b) During the Pre-Closing Period, the The Company will not, and the Company will not permit any of the members of the Company Board its Subsidiaries or any of its the directors, officers, employees, advisors, representatives or agents of the Company or any of its Subsidiaries (collectively, the “Representatives”) to, directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any Alternative Transaction transaction involving a merger, consolidation, business combination, purchase or disposition of any amount of the assets of the Company (other than the sale of inventory in the ordinary course of business) or any of its Subsidiaries or any capital stock of the Company or any of its Subsidiaries other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person person or entity, any information concerning the business, operations, properties or assets of the Company or its Subsidiaries in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person person or entity to do or seek any of the foregoing. The Company shall promptly notify Parent in writing if the Company has received any proposal or offer with respect to an Acquisition Transaction. (cb) The Company shall, and the Company shall cause its Subsidiaries’ and their representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any persons or entities (other than Parent and MergerCo) conducted heretofore with respect to any Acquisition Transactionof the foregoing. The Company agrees not to (and to cause its Subsidiaries not to) release any third party from the confidentiality provisions of any agreement to which the Company or any of its Subsidiaries is a party.

No Solicitations. (a) During the Pre-Closing Period, the Company shall not, directly or indirectly, initiate, solicit or knowingly encourage any inquiries or the making or implementation Each of any proposal or offer with respect to a merger, acquisition or similar transaction involving the purchase of a majority interest in the Company, all or substantially all of the Company’s assets or a majority of the Company Capital Stock (an “Alternative Transaction”). (b) During the Pre-Closing Period, Xxxxxxx and its Affiliates will not and the Company will not, and the Company will not permit any of the members of the Company Board its Subsidiaries or any of its the directors, officers, employees, advisors, representatives or agents of the Company or any of its Subsidiaries to, directly or indirectly, (i) initiate, discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any Alternative Transaction transaction involving a merger, consolidation, business combination, purchase or disposition of any amount of the assets of the Company (other than the sale of inventory in the ordinary course of business) or any of its Subsidiaries or any capital stock of the Company or any of its Subsidiaries other than the transactions contemplated by this Agreement (an “"Acquisition Transaction”"), (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person person or entity, any information concerning the business, operations, properties or assets of the Company or its Subsidiaries in connection with an Acquisition Transaction, Transaction or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person person or entity to do or seek any of the foregoing. The Company shall promptly notify Parent in writing if the Company has received any proposal or offer with respect to an Acquisition Transaction. (cb) The Company shall, and the Company shall cause its Subsidiaries and their representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any persons or entities Persons (other than Parent and MergerCo) conducted heretofore with respect to any Acquisition Transactionof the foregoing. The Company agrees not to (and to cause its Subsidiaries not to) release any third party from the confidentiality provisions of any agreement to which the Company or any of its Subsidiaries is a party.

No Solicitations. (a) During Except as otherwise provided herein, during the Pre-Closing Period, the Company shall not, directly or indirectly, initiate, solicit or knowingly encourage any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition or similar transaction involving the purchase of a majority interest in the Company, all or substantially all of the Company’s assets assets, or a majority of the Company Capital Stock (an “Alternative Transaction”)Membership Units. (b) During Except as otherwise provided herein, during the Pre-Closing Period, the Company will shall not, and the Company will not permit any of the members of the Company Board or any of its officers, employees, advisors, representatives or agents to, directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any Alternative Transaction transaction involving a merger, consolidation, business combination, purchase or disposition of any amount of the assets of the Company (other than in the ordinary course of business) or any membership interests of the Company other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person or entity, any information concerning the business, operations, properties or assets of the Company in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person or entity to do or seek any of the foregoing. The Company shall promptly notify Parent in writing if the Company has received any proposal or offer with respect to an Acquisition Transaction. (c) The Company shall, and the Company shall cause its representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any persons or entities (other than Parent and MergerCo) conducted heretofore with respect to any of the foregoing. (d) Notwithstanding the foregoing, the Company Board may effect a Company Board Recommendation Change at any time prior to the approval by the Members of this Agreement and the transactions contemplated hereby, if and only if: (i) the Company Board has received a proposal regarding an Acquisition TransactionTransaction after the date hereof that constitutes a Superior Proposal, (ii) the Company shall not have breached or violated (or because of actions taken by any members of the Company Board or any of the Company’s officers, employees, advisors, representatives or agents, be deemed, pursuant to the terms of this Section 7.5, to have breached or violated) the terms of this Section 7.5, and (iii) the Company Board reasonably determines in good faith (after consultation with outside legal counsel), that, in light of such Superior Proposal, the Company Board is required to effect a Company Board Recommendation Change in order to comply with its fiduciary or other similar duties to the Members under applicable law.

No Solicitations. From the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms (a) During the Pre-Closing "Acquisition Exclusivity Period"), none of the Stockholders, the Company shall not, directly or indirectly, initiate, solicit or knowingly encourage nor any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition or similar transaction involving the purchase of a majority interest in the Company, all or substantially all of the Company’s assets or a majority of the Company Capital Stock (an “Alternative Transaction”). (b) During the Pre-Closing Period, the Company will notSubsidiary will, and the Company none of them will not permit any of the members of the Company Board or any of its officers, employees, advisors, representatives or agents Parties to, directly or indirectly, (ia) discusssolicit, negotiateencourage, undertakeinitiate or entertain any inquiries, authorize, recommend, propose offers or proposals or enter into, either as the proposed surviving, merged, acquiring into or acquired corporation, continue any Alternative Transaction other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals agreements relating to the sale or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person or entity, any information concerning the business, operations, properties or assets other disposition of the Company in connection (whether through a merger, reorganization, recapitalization, stock purchase or otherwise) or its assets, properties, business or operations (a "Proposed Acquisition") to or with an Acquisition Transaction, any person or entity other than Parent and Merger Sub or (ivb) otherwise cooperate in provide any way with, assistance or assist or participate in, facilitate or encourage, any effort or attempt by information to any other Person person or entity other than Parent and Merger Sub relating to do or seek any of the foregoingProposed Acquisition. The Company shall promptly notify Parent in writing if the Company has received any proposal or offer with respect and each Stockholder agrees to an Acquisition Transaction. (c) The Company shall, and the Company shall cause its representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons or entities parties (other than Parent and MergerCoMerger Sub) conducted heretofore with respect conducted, or the provision by any Stockholder, the Company or any Subsidiary or the Company Parties of information to any party (other than Parent and Merger Sub) to which information heretofore has been provided. If during the Acquisition TransactionExclusivity Period the Company receives any such inquiry or proposal or request for information, or offer to discuss or negotiate any Proposed Acquisition, the Company will immediately provide notice thereof to Parent, indicating therein the name of the person or entity initiating such activity and the terms and conditions of any such offer. Parent and Merger Sub hereby acknowledge that nothing in this Agreement shall require the Company or any Stockholder (either directly or through their representatives) to request return of any information provided to any other person prior to the date hereof in connection with or contemplation of a Proposed Acquisition, or advise any such person of the existence of this Agreement.

No Solicitations. (a) During the Pre-Closing Period, the Company shall not and shall use its best efforts to cause its Stockholders to not, directly or indirectly, initiate, solicit or knowingly encourage any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition or similar transaction involving the purchase of a majority interest in the Company, all or substantially all of the Company’s assets assets, or a majority of the Company Capital Stock (an “Alternative Transaction”)Stock. (b) During the Pre-Closing Period, the Company will shall not and shall use its best efforts to cause the Stockholders to not, and the Company will not permit any of the members of the Company Board or any of its officers, employees, advisors, representatives or agents to, directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any Alternative Transaction transaction involving a merger, consolidation, business combination, purchase or disposition of any amount of the assets of the Company (other than in the ordinary course of business) or any membership interests of the Company other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person or entity, any information concerning the business, operations, properties or assets of the Company in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person or entity to do or seek any of the foregoing. The Company shall promptly notify Parent in writing if the Company has received any proposal or offer with respect to an Acquisition Transaction. (c) The Company shall, shall and the Company shall use its best efforts to cause its Stockholders and representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any persons or entities (other than Parent and MergerCo) conducted heretofore with respect to any Acquisition Transactionof the foregoing.

No Solicitations. (a) During the Pre-Closing PeriodSubject to Section 4.2(b), the Company agrees that, following the date of this Agreement and prior to the earlier of the Effective Time or the Termination Date, it shall not, directly and it will cause it Subsidiaries and its and their officers, directors, employees, advisors and agents (including any investment banking, legal or indirectly, initiate, solicit or knowingly encourage any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition or similar transaction involving the purchase of a majority interest in the Company, all or substantially all of the Company’s assets or a majority of the Company Capital Stock (an “Alternative Transaction”). (b) During the Pre-Closing Period, the Company will not, and the Company will not permit any of the members of the Company Board accounting firm retained by it or any of its officers, employees, advisors, representatives them and any individual member or agents employee of the foregoing) not to, directly or indirectly, (i) discusssolicit, negotiateinitiate, undertakeencourage or seek, authorizedirectly or indirectly, any inquiry or proposal that constitutes or could reasonably be expected to lead to a Company Acquisition Proposal, (ii) provide any non-public information or data to any Person relating to or in connection with a Company Acquisition Proposal, engage in any discussions or negotiations concerning a Company Acquisition Proposal, or otherwise intentionally facilitate any effort or attempt to make or implement a Company Acquisition Proposal, (iii) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Company Acquisition Proposal, (iv) approve, recommend, agree to or accept, or propose to approve, recommend, agree to or accept, or execute or enter into, either as the proposed survivingany letter of intent, mergedagreement in principle, acquiring merger agreement, acquisition agreement, option agreement or acquired corporationother similar agreement related to any Company Acquisition Proposal or (v) release any third party from, or waive any provision of, any Alternative Transaction other than confidentiality or standstill agreement to which it is a party. The Company will immediately cease and terminate, and it will cause it Subsidiaries and its and their officers, directors, employees, advisors and agents (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) to cease and terminate, any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to (or reasonably likely to lead to) any Company Acquisition Proposal (except with respect to the transactions contemplated by this Agreement). (b) Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or the Company Board (or any authorized special committee thereof) from, prior to the adoption of this Agreement by the holders of Company Common Stock, engaging in any discussions or negotiations with, or providing any non-public information to, any Person, if and only to the extent that (i) the Company receives from such Person an “unsolicited written bona fide (i) (A) Company Superior Proposal, or (B) Company Acquisition Transaction”)Proposal, which the Company Board concludes in good faith (after consultation with its financial advisors) is likely to result in a Company Superior Proposal, (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers the Company Board concludes in respect of an Acquisition Transactiongood faith (after consultation with its outside legal advisors) that its failure to do so would be inconsistent with the Company Board’s fiduciary duties under applicable law, (iii) furnish prior to providing any information or cause data to be furnishedany Person in connection with a proposal by any such Person, the Company Board receives from such Person an executed confidentiality agreement no less restrictive on such Person than the Confidentiality Agreement and (iv) two business days prior to providing any non-public information or data to any Person or entity, any information concerning the business, operations, properties or assets of the Company in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person or entity to do or seek any of the foregoing. The Company shall promptly notify Parent in writing if the Company has received any proposal or offer with respect to an Acquisition Transaction. (c) The Company shall, and the Company shall cause its representatives to, immediately cease and cause to be terminated any existing entering into discussions or negotiations with any persons Person, the Company Board notifies Parent of any such inquiry, proposal or entities offer received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, the Company or any of its officers, directors, employees, advisors and agents indicating, in connection with such notice, the material terms and conditions of the Company Acquisition Proposal and the identity of the Person making such Company Acquisition Proposal. The Company Board shall furnish to Parent all information provided to the Person who has made the Company Superior Proposal to the extent that such information has not been previously provided to Parent. The Company agrees that it shall keep Parent reasonably informed, on a reasonably prompt basis, of the status and material terms of any such proposals or offers and the status of any such discussions or negotiations and will notify Parent promptly of any determination by the Company Board that a Company Superior Proposal (other as hereinafter defined) has been made. Notwithstanding the foregoing, no information may be furnished and no discussions may be entered into in the event that the Company has taken any actions inconsistent with this Section 4.2. For purposes of this Agreement, a “Company Superior Proposal” means any unsolicited written bona fide proposal or offer made by a third party (whether or not affiliated with the Company) to acquire, directly or indirectly, by merger, consolidation or otherwise, for consideration consisting of cash and/or securities, all or substantially all of the shares of the Company Common Stock then outstanding or all or substantially all of the assets of the Company and Subsidiaries, taken as a whole, and on terms and conditions which the Company Board concludes in good faith (after consultation with its outside legal and based on the written advice of its independent financial advisors) are more favorable to the Company’s stockholders from a financial point of view than the Merger. In addition to the obligations of the Company set forth in this Section 4.2(b), the Company shall promptly, but in no event later than two business days after the receipt thereof, advise Parent in writing of any request for information that the Company reasonably believes could lead to a Company Superior Proposal, the terms and MergerCoconditions of such request (including any subsequent material amendment or modification to such terms and conditions) conducted heretofore with respect to and the identity of the Person making the request. The Company shall keep Parent informed in all material respects on a timely basis of any change in the status of, or any modification or amendment to, any Company Acquisition TransactionProposal.

No Solicitations. Other than with respect to the transactions contemplated by this Agreement: (a) During the Pre-Closing Period, neither the Company shall notnor any of the Shareholders shall, directly or indirectly, initiate, solicit or knowingly encourage any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition or similar transaction involving the purchase of a majority interest in the CompanyCompany or any Subsidiary, all or substantially all of the Company’s assets or a majority all or substantially all of any Subsidiary’s assets, or the Company Capital Stock (an “Alternative Transaction”)Shares or the capital shares of any Subsidiary. (b) During the Pre-Closing Period, neither the Company will notnor any of the Shareholders will, and the Company will not permit any of the members of the Company Board or any of its officers, employees, advisors, representatives or agents to, directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any Alternative Transaction transaction involving a merger, consolidation, business combination, purchase or disposition of any amount of the assets of the Company or any Subsidiary (other than in the transactions contemplated by this Agreement ordinary course of business) or any equity interests of the Company or any Subsidiary (an “Acquisition Transaction”), (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person or entity, any information concerning the business, operations, properties or assets of the Company or any Subsidiary in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person or entity to do or seek any of the foregoing. The Company shall promptly notify Parent in writing if the Company or any Subsidiary has received any proposal or offer with respect to an Acquisition Transaction. (c) The Company and the Shareholders shall, and the Company shall cause its representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any persons or entities (other than Parent and MergerCoBuyer) conducted heretofore with respect to any Acquisition Transactionof the foregoing.

No Solicitations. (a) During the Pre-Closing PeriodExcept as otherwise provided herein, unless and until this Agreement shall have been terminated in accordance with its terms, the Company shall not, directly or indirectly, initiate, solicit or knowingly encourage any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition or similar transaction involving the purchase of a majority interest in the Company, all or substantially all of the Company’s assets or a majority of the Company Capital Stock Acquisition Proposal (an “Alternative Transaction”as defined below). (b) During the Pre-Closing PeriodSubject to Section 5.2(d) and Section 5.2(e), the Company will not, and the Company will not permit any of the members of the Company Board or any of take such action as is necessary to ensure that its directors, officers, employees, advisors, representatives representatives, agents or agents toother Affiliates do not, directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any Alternative Transaction other than the transactions contemplated by this Agreement (an “Acquisition Transaction”)Proposal, (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition TransactionProposal, (iii) furnish or cause to be furnished, to any Person or entity, any information concerning the business, operations, properties or assets of the Company in connection with an Acquisition TransactionProposal, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person or entity to do or seek any of the foregoing. The Company shall promptly notify Parent in writing if the Company has received any proposal or offer with respect to an Acquisition Transaction. (c) The Company shall, and the Company shall cause its representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any persons or entities (other than Parent the Acquiror and MergerCoMerger Sub) conducted heretofore with respect to any of the foregoing. The Company agrees not to release any third party from the confidentiality provisions of any agreement to which the Company is a party. (d) Notwithstanding anything to the contrary in this Section 5.2, if, prior to obtaining the Requisite Stockholder Consent, the Company Board receives a bona fide written Acquisition Proposal from any Person, which Acquisition Proposal did not result from any breach of this Section 5.2 by the Company or its directors, officers, employees, advisors, representatives, agents or other Affiliates, then the Company may, pursuant to a confidentiality agreement with provisions relating to confidentiality that are no less favorable to the Company than the provisions of the confidentiality agreement between the Acquiror and the Company (it being understood that such confidentiality agreement shall contain provisions that expressly permit the Company to comply with the terms of this Agreement, including this Section 5.2) (an “Acceptable Confidentiality Agreement”), furnish proprietary information to the Person making such Acquisition Proposal, provided that such information either has been provided to Acquiror or is promptly (and in any event within 24 hours of furnishing such information) provided to Acquiror, and, following the execution of such Acceptable Confidentiality Agreement, afford access to the properties, books, records, and personnel of the Company or any of its Subsidiaries to, and enter into discussions or negotiations with, such Person in connection with an Acquisition Proposal; provided, however, that prior to taking any of the foregoing actions, (i) the Company Board has determined in good faith (after consultation with its financial and legal advisors and after taking into consideration any revised offers or proposals submitted by Acquiror) that such Acquisition Proposal is, or could reasonably be likely to lead to the delivery of, a Superior Proposal, and (ii) the Company Board has determined in good faith (after consultation with its legal advisors) that failure to take such action would violate the directors’ fiduciary duties under applicable Law. (e) The Company will notify Acquiror promptly (but in no event later than 48 hours) after receipt by the Company or its Subsidiaries (or any of their respective directors, officers, employees, advisors, representatives, agents or other Affiliates) of any Acquisition Proposal or any request (other than in the ordinary course of business and not related to an Acquisition Proposal) for proprietary information relating to the Company or any of its Subsidiaries or for access to the properties, books, or records of the Company or any of its Subsidiaries by any Person whom the Company knows to be considering making, or has made, an Acquisition Proposal. In such notice, the Company shall identify the material terms of any such Acquisition Proposal or request, including identifying the party making such Acquisition Proposal and including copies of all relevant documents or communications provided to the Company by such party that relate to the terms of the Acquisition Proposal or request. The Company will keep Acquiror reasonably informed, on a prompt basis, of the status of any such Acquisition Proposal or request (including the material terms and conditions thereof and any modifications thereto). The Company shall provide Acquiror with at least 48 hours prior notice of any meeting of the Company Board at which the Company Board is reasonably expected to consider any Acquisition Proposal. (f) For purposes of this Agreement, (i) “Acquisition Proposal” means any offer or proposal for, or any indication of interest in, any of the following (other than the Merger): (A) any direct or indirect acquisition or purchase of more than 10% of the capital stock of the Company or all or substantially all of assets of the Company, (B) any merger, consolidation or other business combination relating to the Company or (C) any recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company (each, an “Acquisition Transaction”); and (ii) “Superior Proposal” means any Acquisition Proposal, which, in the good faith determination of the Company Board, taking into consideration the various legal, financial, and regulatory aspects of such Acquisition Transaction and the Person or group making the proposal or proposals for such Acquisition Transaction (A) if accepted, is reasonably likely to be consummated and (B) if consummated, would result in a transaction that is more favorable from a financial point of view to the Stockholders than the Merger.

No Solicitations. (a) During the Pre-Closing PeriodUnless and until this Agreement shall have been terminated in accordance with its terms, the Company shall not, and shall cause each Seller and the Company’s Subsidiaries to not, directly or indirectly, initiate, solicit or knowingly encourage any inquiries or the making or implementation of any proposal or offer with respect to a mergerAcquisition Proposal (as defined below). The Company shall, acquisition or similar transaction involving the purchase of a majority interest in the Company, all or substantially all of and shall cause Sellers and the Company’s assets or a majority of the Company Capital Stock (an “Alternative Transaction”). (b) During the Pre-Closing PeriodSubsidiaries to, the Company will nottake such action as is necessary to ensure that their respective directors, and the Company will not permit any of the members of the Company Board or any of its officers, employees, advisors, representatives representatives, agents, mandataries or agents toother Affiliates do not, directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any Alternative Transaction other than the transactions contemplated by this Agreement (an “Acquisition Transaction”)Proposal, (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition TransactionProposal, (iii) furnish or cause to be furnished, to any Person or entityPerson, any information concerning the business, operations, properties or assets business of the Company in connection with an Acquisition TransactionProposal, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person or entity to do or seek any of the foregoing. The Company shall promptly notify Parent in writing if the Company has received any proposal or offer with respect to an Acquisition Transaction. (c) The Company and its Subsidiaries shall, and the Company shall cause its representatives each Seller and their respective Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any persons or entities Persons (other than Parent the Company and MergerCoBuyer, as the case may be) conducted heretofore with respect to any of the foregoing. (b) For purposes of this Agreement, “Acquisition TransactionProposal” means with respect to the Company, any offer or proposal for, or any indication of interest in, any of the following (other than the transaction contemplated hereby): (i) any direct or indirect acquisition or purchase of all or substantially all of the business of the Company, (ii) any merger, consolidation or other business combination relating to the Company Entities, (iii) any recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the business of the Company, (iv) any sale, lease, transfer or other disposition of assets of the Company (including any equity interests of its Subsidiaries) representing 15% or more of the consolidated assets of the Company and its Subsidiaries, based on their fair market value as determined in good faith by the board of directors of the Company, or (v) an issuance (including by way of merger, consolidation, business combination or share exchange) of equity interests or other securities representing 15% or more of the voting power of the Company.

No Solicitations. (a) During Prior to the Pre-Closing PeriodInitial Closing, the Company shall notwill not take, nor will it permit any of its Affiliates (or authorize or permit any Representative) to take, directly or indirectly, initiateany action to solicit, solicit encourage, receive, negotiate, assist, accept or knowingly encourage any inquiries or the making or implementation of any proposal or offer otherwise facilitate (including by furnishing confidential information with respect to a merger, acquisition or similar transaction involving the purchase of a majority interest in the Company, all or substantially all of the Company’s assets or a majority of the Company Capital Stock (an “Alternative Transaction”or the Subsidiaries or permitting access to their Assets and Properties and Books and Records). (b) During the Pre-Closing Period, the Company will not, and the Company will not permit or take any of the members of the Company Board other action designed to facilitate or any of its officers, employees, advisors, representatives or agents to, directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporationinduce, any Alternative Transaction other than the transactions contemplated by this Agreement (offer, proposal or inquiry from any Person concerning an “Acquisition Transaction”)Proposal, (ii) facilitate, knowingly encourage, solicit or initiate to participate in any discussions, negotiations and other communications regarding, or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any other Person or entity, any information concerning the business, operations, properties or assets of the Company in connection with an Acquisition Transactionrespect to, or (iv) execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to any Acquisition Proposal, or otherwise cooperate in any way withway, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person or entity to seek to do any of the foregoing or seek in any other way that is intended to or that would result in the abandonment of, termination of or failure to consummate, the transactions contemplated hereby. The Company shall, as promptly as practicable, cause each of its Affiliates and Representatives to immediately cease and cause to be terminated all existing discussions, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Company shall not, and shall cause its Affiliates not to, without the prior written consent of Purchaser, release any Person from, or waive any provision of, any confidentiality or non-disclosure agreement to which the Company or any of the Subsidiaries is a party that relates to any aspect of the assets or business of the Company or any of the Subsidiaries, and shall cause its Subsidiaries and Affiliates to, use reasonable best efforts to enforce the provisions of any such agreement. Prior to the Initial Closing, the Company will promptly (but in no event later than forty-eight (48) hours) notify Parent Purchaser in writing if of (a) the receipt by the Company has of any Acquisition Proposal, (b) any modification or amendment to any Acquisition Proposal, or (c) any request for nonpublic information relating to the Company or any of the Subsidiaries or for access to the Assets and Properties and Books and Records of the Company or any of the Subsidiaries in connection with the making of any Acquisition Proposal. The Company shall promptly (but in no event later than forty-eight (48) hours) provide to Purchaser copies of any written materials received by the Company in connection with any proposal such Acquisition Proposal or offer with respect amendment to an Acquisition Transaction. (c) The Company shallProposal, and the Company shall cause its representatives toidentity of the Person(s) making such Acquisition Proposal, immediately cease and cause amendment to be terminated any existing discussions an Acquisition Proposal or negotiations with any persons or entities (other than Parent and MergerCo) conducted heretofore with respect so requesting access to any Acquisition Transactionnonpublic information.

No Solicitations. (a) During the Pre-Closing Period, the Company shall not, directly or indirectly, initiate, solicit or knowingly encourage any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition or similar transaction involving the purchase of a majority interest in the Company, all or substantially all of the Company’s assets or a majority of the Company Capital Stock (an “Alternative Transaction”). (b) During the Pre-Closing Period, the The Company will not, and the Company will not permit any of the members of the Company Board its Subsidiaries or any of its the directors, officers, employees, advisors, representatives representatives, stockholders, optionholders or agents of the Company or any of its Subsidiaries to, directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any Alternative Transaction transaction involving a merger, consolidation, business combination, purchase or disposition of any amount of the assets of the Company (other than the sale of inventory in the ordinary course of business) or any of its Subsidiaries or any Equity Interests of the Company or any of its Subsidiaries other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person person or entity, any information concerning the business, operations, properties or assets of the Company or its Subsidiaries in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person person or entity to do or seek any of the foregoing. The Until the earlier of (x) the Closing and (y) the date on which this Agreement is terminated, the Company and the Stockholders’ Representative shall promptly notify Parent in writing immediately if the Company has received any proposal Person makes any proposal, offer, inquiry or offer contact with respect to an Acquisition Transactionany of the foregoing. (cb) The Company shall, and the Company shall cause its Subsidiaries and their representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any persons or entities Persons (other than Parent and MergerCo) conducted heretofore with respect to any Acquisition Transaction. The Company agrees not to (and to cause its Subsidiaries not to) release any third party from the confidentiality provisions of any agreement to which the Company or any of its Subsidiaries is a party.

No Solicitations. (a) During Except as otherwise provided herein, during the Pre-Closing Period, neither the Company shall notnor the Stockholders shall, directly or indirectly, initiate, solicit or knowingly encourage any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition or similar transaction involving the purchase of a majority interest in the Company, all or substantially all of the Company’s assets assets, or a majority of the Company Capital Stock (an “Alternative Transaction”)Stock. (b) During Except as otherwise provided herein, during the Pre-Closing Period, neither the Company will notnor the Stockholders will, and the Company will not permit any of the members of the Company Board or any of its officers, employees, advisors, representatives or agents to, directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any Alternative Transaction transaction involving a merger, consolidation, business combination, purchase or disposition of any amount of the assets of the Company (other than in the ordinary course of business) or any membership interests of the Company other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person or entity, any information concerning the business, operations, properties or assets of the Company in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person or entity to do or seek any of the foregoing. The Company shall promptly notify Parent in writing if the Company has received any proposal or offer with respect to an Acquisition Transaction. (c) The Company and the Stockholders shall, and the Company shall cause its representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any persons or entities (other than Parent and MergerCo) conducted heretofore with respect to any Acquisition Transactionof the foregoing.

No Solicitations. (a) During the Pre-Closing Period, neither the Company shall notnor any Seller shall, directly or indirectly, initiate, solicit or knowingly encourage any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition or similar transaction involving the purchase of a majority interest in the Company, all Business or substantially all of the Company’s assets Assets or a majority of the Company Capital Stock Liabilities related thereto (an “Alternative Transaction”); provided, however, that the sale of the Flex Products, any Excluded Assets or Excluded Liabilities shall not be deemed to constitute an Alternative Transaction. (b) During the Pre-Closing Period, neither the Company will notnor any Seller will, and the Company will not permit any of the members of the Company Board or any of its officers, employees, advisors, representatives or agents to, directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any Alternative Transaction other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person or entity, any information concerning Related to the business, operations, properties Business or assets of the Company Purchased Assets in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person or entity to do or seek any of the foregoing. The Company shall promptly notify Parent and the Buyers in writing if the Company has received any proposal or offer with respect to an Acquisition Transaction. (c) The Company and Sellers shall, and the Company shall cause its representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any persons or entities Persons (other than Parent Parent, the Buyers and MergerCotheir Affiliates or representatives) conducted heretofore with respect to any Acquisition Alternative Transaction.