Common use of Non-Solicitation of Competing Acquisition Proposals Clause in Contracts

Non-Solicitation of Competing Acquisition Proposals. Commencing on the date hereof and continuing at all times until the earlier to occur of the Closing and the valid termination of this Agreement pursuant to the provisions of Section 9.1, each of the Company and each of the Sellers and Vested Optionholders who are a party to this Agreement, shall not, through any of its directors, officers or other employees, shareholders, Affiliates, representatives, or other agents including its financial, legal or accounting advisors (together, “Representatives”), directly or indirectly (i) solicit, initiate, seek, knowingly encourage, promote, formally approve or support any inquiry, proposal or offer from, (ii) furnish any non-public information regarding the Company (other than in connection with the sale of products and services in the ordinary course of business consistent with past practice or license of intellectual property in connection therewith) to, (iii) participate in any discussions or negotiations with, in each case any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other entity, person or group of any of the foregoing (other than Buyer and its Representatives acting in their capacities as such) (each, a “Third Party”) regarding (A) any acquisition of all or any part of the Company (including by way of any merger or consolidation with or involving the Company) or any acquisition, issuance, grant, sale or transfer of any of the securities, business, properties or assets of the Company (other than the sale of products and services in the ordinary course of business consistent with past practice or license of Intellectual Property in connection therewith), (B) any joint venture or other strategic investment in or involving the Company, including any new financing, investment round or recapitalization of the Company, (C) the employment of all or substantially all of the Employees or (D) any other similar transaction involving the Company that is not in the ordinary course of business consistent with past practices (each, an “Alternative Transaction”); or (iv) enter into any Contract, whether binding or non-binding, with any Third Party providing for an Alternative Transaction (including a letter of intent or exclusivity agreement).

Non-Solicitation of Competing Acquisition Proposals. Commencing on the date hereof and continuing at all times until the earlier to occur of the Closing and (i) the valid termination of this Agreement pursuant to or (ii) the provisions of Section 9.1Closing, each of neither the Company and each of nor the Sellers and Vested Optionholders who are a party to this Agreement, shall notSeller shall, through any of its their respective officers, directors, officers or other employeesmembers, shareholders, Affiliatesaffiliates, representativesemployees, agents, advisors (including financial advisors, attorneys and accountants), consultants or other agents including its financial, legal or accounting advisors representatives (together, “Representatives”), directly or indirectly (iA) initiate contact with, solicit, initiate, seek, knowingly encourage, promotefacilitate, formally approve promote or support any inquiry, offer or proposal or offer from, ; (iiB) furnish disclose any non-public information regarding concerning the Company or any of its Subsidiaries or its or their assets, businesses, operations, or capitalization (other than pursuant to Section 6.1(a)); (C) afford any access to the personnel, offices, facilities, properties, books and records of the Company or any of its Subsidiaries to; or (D) enter into any discussion, negotiation, letter of intent, term sheet, agreement or other contract, arrangement or understanding (written or oral) with, in each case of clause (A) through (D) above, any person or entity (other than Purchaser and its representatives) in connection with (1) the sale acquisition of, or any proposal for the acquisition of products and services the Company or any of its Subsidiaries or any or all of the capital stock or other security or assets of the Company or any of its Subsidiaries (excluding sales of inventory in the ordinary course of business consistent with past practice practice), whether directly or license indirectly, by operation of intellectual property in connection therewith) tolaw or otherwise, or any public offering, merger, tender offer, consolidation, or other business combination involving the Company or any of its Subsidiaries, (iii2) participate any debt or equity investment in any discussions the Company or negotiations with, in each case any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other entity, person or group of any of the foregoing (other than Buyer and its Representatives acting in their capacities as such) (each, a “Third Party”) regarding (A) any acquisition of all or any part of the Company (including by way of any merger or consolidation with or involving the Company) or any acquisition, issuance, grant, sale or transfer of any of the securities, business, properties or assets of the Company (other than the sale of products and services in the ordinary course of business consistent with past practice or license of Intellectual Property in connection therewith)Subsidiaries, (B3) any joint venture or other strategic investment in transaction with or involving the CompanyCompany or any of its Subsidiaries, including any new financingtheir assets, investment round or recapitalization of the Companybusinesses, (C) the employment of all or substantially all of the Employees operations, or (D4) any other similar transaction license involving the Company that is not in the ordinary course or any of business consistent with past practices (each, an “Alternative Transaction”); or (iv) enter into any Contract, whether binding or non-binding, with any Third Party providing for an Alternative Transaction (including a letter of intent or exclusivity agreement)its Subsidiaries’ Intellectual Property.

Non-Solicitation of Competing Acquisition Proposals. Commencing on During the date hereof and continuing at all times until the earlier to occur of the Pre-Closing and the valid termination of this Agreement pursuant to the provisions of Section 9.1Period, each of the Company and each of the Sellers and Vested Optionholders who are a party to this Agreement, its Stockholders shall not, through and shall not permit any of its their directors, officers or other employees, shareholders, Affiliates, agents, or representatives, or other agents including its their financial, legal or accounting advisors (together, “Company Representatives”), to take any action, directly or indirectly (i) to solicit, initiate, seek, knowingly encourage, promote, formally approve or support any inquiry, proposal or offer from, (ii) furnish any non-public information regarding the Company or any of its Subsidiaries (other than in connection with the sale of products and services in the ordinary course of business consistent with past practice or license of intellectual property in connection therewith) to, (iii) participate in any discussions or negotiations with, in each case or enter into any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other entity, person or group agreement of any of the foregoing kind (whether binding or non-binding) with, any Person (other than Buyer Parent and its Representatives directors, officers or other employees, Affiliates, agents, or representatives, including their financial, legal or accounting advisors (together, “Parent Representatives”) acting in their capacities as such) (each, a “Third Party”) regarding (A) any acquisition of all or any part material portion of the business, properties, assets or technologies of the Company (including by way of any merger or consolidation with or involving the Company) or any acquisitionof its Subsidiaries, issuance, grant, sale or transfer any amount of Company Capital Stock or the capital stock of any of the securitiesits Subsidiaries (whether or not outstanding), businessin any case whether by merger, properties consolidation, amalgamation, purchase of assets or assets of the Company (other than the sale of products and services in the ordinary course of business consistent with past practice stock, tender or exchange offer, license of Intellectual Property in connection therewith)or otherwise, (B) any joint venture or other strategic investment in or involving the CompanyCompany or any of its Subsidiaries (other than an ongoing commercial or strategic relationship in the ordinary course of business consistent with past practice), including any new financing, investment round or recapitalization of the Company, (C) the employment of all or substantially all of the Employees or (D) any other similar transaction involving the Company or any of its Subsidiaries that is not in the ordinary course of business consistent with past practices practice (each, an “Alternative Transaction”); or (iv) enter into disclose any Contractinformation not customarily disclosed to any person concerning the business, whether binding properties, assets or non-bindingtechnologies of the Company or any of its Subsidiaries, with or afford to any Third Party providing for an Alternative Transaction (including a letter of intent Person access to its properties, assets, technologies, books or exclusivity agreement).records, not customarily afforded such access. 58

Non-Solicitation of Competing Acquisition Proposals. Commencing on During the date hereof and continuing at all times until the earlier to occur of the Pre-Closing and the valid termination of this Agreement pursuant to the provisions of Section 9.1Period, each of the Company and each of the Sellers and Vested Optionholders who are a party to this Agreement, its Shareholders shall not, through and shall not permit any of its their directors, officers or other employees, shareholders, Affiliates, agents, or representatives, or other agents including its their financial, legal or accounting advisors (together, “Representatives”), to take any action, directly or indirectly (i) to solicit, initiate, seek, knowingly encourage, promote, formally approve or support any inquiry, proposal or offer from, (ii) furnish any non-public information regarding the Company or any of its Subsidiaries (other than in connection with the sale of products and services in the ordinary course of business consistent with past practice or license of intellectual property in connection therewith) to, (iii) participate in any discussions or negotiations with, in each case or enter into any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other entity, person or group agreement of any of the foregoing kind (whether binding or non-binding) with, any Person (other than Buyer Parent and its Representatives acting in their capacities as such) (each, a “Third Party”) regarding (A) any acquisition of all or any part material portion of the business, properties, assets or technologies of the Company (including by way of any merger or consolidation with or involving the Company) or any acquisitionof its Subsidiaries, issuance, grant, sale or transfer any amount of Company Capital Stock or the capital stock of any of the securitiesits Subsidiaries (whether or not outstanding), businessin any case whether by merger, properties consolidation, amalgamation, purchase of assets or assets of the Company (other than the sale of products and services in the ordinary course of business consistent with past practice stock, tender or exchange offer, license of Intellectual Property in connection therewith)or otherwise, (B) any joint venture or other strategic investment in or involving the CompanyCompany or any of its Subsidiaries (other than an ongoing commercial or strategic relationship in the ordinary course of business consistent with past practice), including any new financing, investment round or recapitalization of the Company, (C) the employment of all or substantially all of the Employees or (D) any other similar transaction involving the Company or any of its Subsidiaries that is not in the ordinary course of business consistent with past practices practice (each, an “Alternative Transaction”); or (iv) enter into disclose any Contractinformation not customarily disclosed to any person concerning the business, whether binding properties, assets or non-bindingtechnologies of the Company or any of its Subsidiaries, with or afford to any Third Party providing for an Alternative Transaction (including a letter of intent Person access to its properties, assets, technologies, books or exclusivity agreement)records, not customarily afforded such access.

Non-Solicitation of Competing Acquisition Proposals. Commencing on During the date hereof and continuing at all times until the earlier to occur of the Pre-Closing and the valid termination of this Agreement pursuant to the provisions of Section 9.1Period, each of the Company and each of the Sellers and Vested Optionholders who are a party to this Agreement, shall not, through any of its directors, officers or other employees, shareholdersstockholders, Affiliates, representatives, or other agents agents, including its financial, legal or accounting advisors (together, “Representatives”), directly or indirectly (i) solicit, respond to, initiate, seek, knowingly encourage, promote, formally approve encourage or support enter into discussions regarding any inquiry, proposal or offer from, (ii) furnish any non-public information regarding the Company or any of its Subsidiaries (other than in connection with the sale of products and services in the ordinary course of business consistent with past practice or license of intellectual property in connection therewith) to, (iii) participate in any discussions or negotiations with, in each case any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other entity, person or group of any of the foregoing Person (other than Buyer Parent and its Representatives acting in their capacities as such) (each, a “Third Party”) regarding (A) any acquisition of all or any part material portion of the business, properties, assets or technologies of the Company (including by way of any merger or consolidation with or involving the Company) or any acquisitionof its Subsidiaries, issuance, grant, sale or transfer any amount of Company Capital Stock or the capital stock of any of the securitiesits Subsidiaries (whether or not outstanding), businessin any case whether by merger, properties consolidation, amalgamation, purchase of assets or assets of the Company (other than the sale of products and services in the ordinary course of business consistent with past practice stock, tender or exchange offer, license of Intellectual Property in connection therewith)or otherwise, (B) any joint venture or other strategic investment in or involving the CompanyCompany or any of its Subsidiaries (other than an ongoing commercial or strategic relationship in the ordinary course of business), including any new financing, investment round or recapitalization of the Company, (C) the employment of all or substantially all of the Employees or (D) any other similar transaction involving the Company or any of its Subsidiaries that is not in the ordinary course of business consistent with past practices (each, an “Alternative Transaction”); (iii) disclose any information not customarily disclosed to any person concerning the business, properties, assets or technologies of the Company or any of its Subsidiaries, or afford to any Person assets to its properties, assets, technologies, books or records, not customarily afforded such access or (iv) enter into any Contract, whether binding or non-binding, with any Third Party providing for an Alternative Transaction (including a letter of intent or exclusivity agreement).

Non-Solicitation of Competing Acquisition Proposals. Commencing on (a) The Company shall immediately cease any such negotiations, discussions or agreements (other than with Buyer) regarding any Alternative Transaction. (b) During the period between the date hereof and continuing at all times until the earlier to occur of the Closing and the valid termination of this Agreement pursuant to and the provisions of Section 9.1Closing, each of the Company shall not and each of the Sellers and Vested Optionholders who are a party to this Agreement, shall not, through any of cause its directors, officers or other employees, shareholders, Affiliates, representatives, or other agents including its financial, legal or accounting advisors (together, “Representatives”)representatives not to, directly or indirectly indirectly: (i) solicit, initiate, seek, knowingly encourage, promote, formally approve or support any inquiry, proposal or offer from, (ii) furnish any non-public information regarding the Company (other than in connection with the sale of products and services in the ordinary course of business consistent with past practice or license of intellectual property Intellectual Property in connection therewith) to, (iii) take any other action that is intended or would be reasonably expected to assist or facilitate any inquiries or the making of any proposal that constitutes or could lead to an Alternative Transaction with, (iv) participate in any discussions or negotiations (except to state that such discussions or negotiations are not permitted pursuant to these provisions) with, (v) approve, endorse or recommend, or propose to approve, endorse or recommend, an Alternative Transaction by, or (vi) terminate, amend or waive any rights under (or fail to enforce by seeking an injunction or by seeking to specifically enforce the terms of) any confidentiality or “standstill” or other similar agreement between the Company with, in each case of clauses (i) through (vi) any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other entity, person Person or group of any of the foregoing (other than Buyer and its Representatives representatives acting in their capacities as such) (each, a “Third Party”) regarding (A) any acquisition of all or any part of the Company (including by way of any merger or consolidation with with, purchase of assets or stock, tender or exchange offer or license involving the Company) or any acquisition, issuance, grant, sale or transfer of any of the securities, business, properties or assets (including intangible) of the Company (other than the sale of products and services in the ordinary course of business consistent with past practice or license of Intellectual Property in connection therewith), (B) any joint venture or other strategic investment in or involving the CompanyCompany (other than a commercial or strategic relationship in the ordinary course of business), including any new financing, investment round or recapitalization of the Company, (C) the employment of all or substantially all of the Employees current employees of the Company or (D) any other similar transaction involving the Company that is not in the ordinary course of business and consistent with past practices practice (each, an “Alternative Transaction”); (vii) disclose any information not customarily disclosed to any person concerning the business, properties, assets or technologies of the Company or (ivviii) enter into any Contract, whether binding or non-binding, with any Third Party providing for an Alternative Transaction (including a letter of intent or exclusivity agreement) or committing the Company to do any of the actions contemplated by clauses (i) through (vi) above. (c) In the event that the Company or any of its Affiliates or representatives shall receive, prior to the Effective Time or the valid termination of this Agreement, any inquiry offer, proposal or indication of interest regarding a potential Alternative Transaction or that could reasonably lead to an Alternative Transaction, or any request for disclosure of information or access of the type referenced in clause (b)(ii) above, the Company or such Affiliate or representative shall immediately notify Buyer thereof, which notice shall include the identity of the Third Party making any such inquiry, offer, proposal, indication of interest or request, and the specific terms of such inquiry, offer, proposal, indication or request, as the case may be (including a copy of any written material and electronic communications received from such Third Party), and such other information related thereto as Buyer may reasonably request; provided, that no such notification shall be required in breach of a confidentiality agreement between the Company and such Third Party executed prior to the date hereof. (d) The parties hereto understand and agree that any violation of the restrictions set forth above by any representative of the Company shall be deemed to be a material breach of this Agreement by the Company. (e) The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 4.3 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Buyer shall be entitled to an immediate injunction or injunctions, without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of the provisions of this Section 4.3 and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which Buyer may be entitled at law or in equity.

Non-Solicitation of Competing Acquisition Proposals. Commencing on the date hereof and continuing at all times until the earlier to occur of the Closing and the valid termination of this Agreement pursuant to in accordance with its terms or the provisions of Section 9.1Closing, each of neither the Company and each of nor the Sellers and Vested Optionholders who are a party to this Agreement, shall notSeller shall, through any of its directors, officers or other employees, shareholders, Affiliates, representatives, or other agents including its financial, legal or accounting advisors (together, “their respective Representatives”), directly or indirectly (i) solicit, initiate, seek, knowingly encourage, promote, formally approve or support any inquiry, proposal or offer fromfrom any Person (other than the Purchaser and its Representatives acting in their capacities as such) (each, a “Third-Party”); (ii) furnish any non-public information regarding the Company (other than in connection with the sale of products and services in the ordinary course of business consistent with past practice or license of intellectual property Intellectual Property in connection therewith) to, to any Third-Party; (iii) participate in any discussions or negotiations withwith any Third-Party, in the case of each case any corporationof clauses (i), limited liability company, general or limited partnership, business trust, unincorporated association or other entity, person or group of any of the foregoing (other than Buyer ii) and its Representatives acting in their capacities as such(iii) (each, a “Third Party”) above regarding (A) any acquisition of all or any part of the Company (including by way of any merger or consolidation with or involving the Company) or any acquisition, issuance, grant, license, sale or transfer of any of the securitiessecurities (including the Shares), business, properties or assets of the Company (other than the sale of products and services in the ordinary course of business consistent with past practice or non-exclusive license of Intellectual Property in connection therewiththerewith consistent with past practice), (B) any joint venture or other strategic investment in or involving the CompanyCompany (other than an ongoing commercial or strategic relationship in the ordinary course of business), including any new financing, investment round or recapitalization of the Company, (C) the employment of all or substantially all of the Employees or (D) any other similar transaction involving the Company that is not in the ordinary course of business consistent with past practices (each, an “Alternative Transaction”); provided, however, that the direct or indirect acquisition (in each case regardless of the form of transaction) of the Seller and its Subsidiaries as a whole shall not be treated as an Alternative Transaction; or (ivv) enter into any Contract, whether binding or non-binding, with any Third Third-Party providing for an Alternative Transaction (including a letter of intent or exclusivity agreement).

Non-Solicitation of Competing Acquisition Proposals. Commencing on the date hereof of this Agreement and continuing at all times until the earlier to occur of the Closing Effective Time and the valid termination of this Agreement pursuant to the provisions of Section 9.18.1, each of the Company and each of the Sellers and Vested Optionholders who are a party to this Agreement, shall not, through any of its directors, officers or other employees, shareholdersstockholders, Affiliates, representatives, or other agents including its financial, legal or accounting advisors (together, “Representatives”), directly or indirectly (i) solicit, initiate, seek, knowingly encourage, promote, formally approve or support any inquiry, proposal or offer from, (ii) furnish any non-public information regarding the Company (other than in connection with the sale of products and services in the ordinary course of business consistent with past practice or license of intellectual property Intellectual Property in connection therewith) to, (iii) participate in any discussions or negotiations with, in each case any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other entity, person or group of any of the foregoing (other than Buyer Parent and its Representatives acting in their capacities as such) (each, a “Third Party”) regarding (A) any acquisition of all or any part of the Company (including by way of any merger or consolidation with or involving the Company) or any acquisition, issuance, grant, sale or transfer of any of the securities, business, properties or assets of the Company (other than the sale of products and services in the ordinary course of business consistent with past practice or license of Intellectual Property in connection therewith), (B) any joint venture or other strategic investment in or involving the CompanyCompany (other than a commercial or strategic relationship in the ordinary course of business), including any new financing, investment round or recapitalization of the Company, (C) the employment of all or substantially all of the Employees or (D) any other similar transaction involving the Company that is not in the ordinary course of business consistent with past practices (each, an “Alternative Transaction”); or (iv) enter into any Contract, whether binding or non-binding, with any Third Party providing for an Alternative Transaction (including a letter of intent or exclusivity agreement).