Common use of No Solicitation of Other Bids Clause in Contracts

No Solicitation of Other Bids. (a) The Company will not, and will not authorize or permit any of its officers or managers or Affiliates or any of its or their representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will immediately cease and cause to be terminated, and will cause its officers, managers and Affiliates and all of its and their representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” will mean any inquiry, proposal or offer from any Person (other than Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of Units or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s properties or assets. (b) In addition to the other obligations under this Section 5.4, the Company will promptly (and in any event within two Business Days after receipt thereof by the Company or any of its representatives) advise Parent orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company agrees that the rights and remedies for noncompliance with this Section 5.4 will include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to Parent and that money damages would not provide an adequate remedy to Parent.

No Solicitation of Other Bids. (a) The Company will shall not, and will shall not authorize or permit any of its officers or managers or Affiliates or any of its or their representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates and all of its and their representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “an "Acquisition Proposal” will " shall mean any inquiry, proposal or offer from any Person (other than Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of Units capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s 's properties or assets. (b) In addition to the other obligations under this Section 5.46.11, the Company will shall promptly (and in any event within two three Business Days after receipt thereof by the Company or any of its representatives) advise Parent orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company agrees that the rights and remedies for noncompliance with this Section 5.4 will 6.11 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to Parent and that money damages would not provide an adequate remedy to Parent.

No Solicitation of Other Bids. (a) The Company will Sellers shall not, and will shall not authorize or permit any of its officers or managers or Affiliates (including the Company) or any of its or their representatives Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will Sellers shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates (including the Company) and all of its and their representatives Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “"Acquisition Proposal” will " shall mean any inquiry, proposal or offer from any Person (other than Parent Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of Units capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s 's properties or assets. (b) In addition to the other obligations under this Section 5.46.03, the Company will Sellers shall promptly (and in any event within two three (3) Business Days after receipt thereof by the Company Sellers or any of its representativesRepresentatives) advise Parent Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company agrees Sellers agree that the rights and remedies for noncompliance with this Section 5.4 will 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to Parent Buyer and that money damages would not provide an adequate remedy to ParentBuyer.

No Solicitation of Other Bids. (a) The Company will Seller shall not, and will shall not authorize or permit any of its officers or managers or Affiliates (including the Company) or any of its or their representatives Representatives to, directly or indirectly, : (i) encourage, solicit, initiate, facilitate facilitate, or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will Seller shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates (including the Company) and all of its and their representatives Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereofof this Section 5.03, “Acquisition Proposal” will shall mean any inquiry, proposal proposal, or offer from any Person (other than Parent Buyer or any of its Affiliates) concerning (ix) a merger, consolidation, liquidation, recapitalization, share exchange equity exchange, or other business combination transaction involving the Company; (iiy) the issuance or acquisition of shares of Units Membership Interests or other equity securities of the Company; or (iiiz) the sale, lease, exchange exchange, or other disposition outside the ordinary course of business of any significant portion of the Company’s properties or assets. (b) In addition to the other obligations under this Section 5.45.03, the Company will promptly (Seller shall promptly, and in any event within two three (3) Business Days after receipt thereof by the Company Seller or any of its representatives) Representatives, advise Parent Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, including the material terms and conditions of such request, Acquisition Proposal Proposal, or inquiry, and the identity of the Person making the same. (c) The Company Seller agrees that the rights and remedies for noncompliance with this Section 5.4 will 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to Parent Buyer and that money damages would not provide an adequate remedy to ParentBuyer. Section 5.04 Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event, or action, the existence, occurrence, or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct; or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (iv) any Actions commenced or, to Seller’s Knowledge, threatened against, relating to, involving, or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.16 or that relates to the consummation of the transactions contemplated by this Agreement.

No Solicitation of Other Bids. (a) The Company will a. Seller shall not, and will shall not authorize or permit any of its officers or managers or Affiliates (including the Company) or any of its or their representatives Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will Seller shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates (including the Company) and all of its and their representatives Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “"Acquisition Proposal” will " shall mean any inquiry, proposal or offer from any Person (other than Parent Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of Units or other equity securities of interests in the Company; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s 's properties or assets. (b) In b. ▇▇ addition to the other obligations under this Section 5.45.03, the Company will Seller shall promptly (and in any event within two 3 Business Days after receipt thereof by the Company Seller or any of its representativesRepresentatives) advise Parent Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company c. Seller agrees that the rights and remedies for noncompliance with this Section 5.4 will 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to Parent Buyer and that money damages would not provide an adequate remedy to ParentBuyer.

No Solicitation of Other Bids. (a) The Company will Sellers shall not, and will shall not authorize or permit any of its officers or managers or Affiliates affiliates (including the Company) or any of its or their representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will Seller shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates (including the Company) and all of its and their representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” will shall mean any inquiry, proposal or offer from any Person person (other than Parent Purchaser or any of its Affiliatesaffiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of Units capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s 's properties or assets. (b) . In addition to the other obligations under this Section 5.44.3, the Company will Seller shall promptly (and in any event within two Business Days three business days after receipt thereof by the Company Seller or any of its representatives) representatives advise Parent Purchaser orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company . Seller agrees that the rights and remedies for noncompliance with this Section 5.4 will 4.3 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to Parent Purchaser and that money damages would not provide an adequate remedy to ParentPurchaser.

No Solicitation of Other Bids. (a) The Company will Sellers shall not, and will shall not authorize or permit any of its officers or managers or Affiliates (including the Company) or any of its or their representatives Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will Seller shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates (including the Company) and all of its and their representatives Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “"Acquisition Proposal” will " shall mean any inquiry, proposal or offer from any Person (other than Parent Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of Units capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s 's properties or assets. (b) In addition to the other obligations under this Section 5.45.03, the Company will Sellers shall promptly (and in any event within two three Business Days after receipt thereof by the Company a Seller or any of its representativesRepresentatives) advise Parent Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company agrees Sellers agree that the rights and remedies for noncompliance with this Section 5.4 will 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to Parent Buyer and that money damages would not provide an adequate remedy to ParentBuyer.

No Solicitation of Other Bids. (a) The Company will a. Seller shall not, and will shall not authorize or permit any of its officers or managers or Affiliates (including the Company) or any of its or their representatives Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will Seller shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates (including the Company) and all of its and their representatives Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” will shall mean any inquiry, proposal or offer from any Person (other than Parent Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of Units or other equity securities of membership interests in the Company; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s properties or assets. (b) b. In addition to the other obligations under this Section 5.45.03, the Company will Seller shall promptly (and in any event within two 3 Business Days after receipt thereof by the Company Seller or any of its representativesRepresentatives) advise Parent Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company c. Seller agrees that the rights and remedies for noncompliance with this Section 5.4 will 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to Parent Buyer and that money damages would not provide an adequate remedy to ParentBuyer.

No Solicitation of Other Bids. (a) The Company will During the Interim Period, Seller shall not, and will shall not authorize or permit any of its officers or managers or Affiliates (including the Company) or any of its or their representatives Representatives to, directly or indirectly, (i) encouragerespond to, solicit, initiate, facilitate solicit or continue initiate inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will Seller shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates (including the Company) and all of its and their representatives Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” will shall mean any inquiry, proposal or offer from any Person (other than Parent or any of its Affiliatesthe parties hereto with respect to the transactions described herein) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Companytransaction; (ii) the transfer, issuance or acquisition of shares of Units or other equity securities of the Companysecurities; or (iii) the sale, lease, exchange or other disposition outside of any of the applicable Person’s properties or assets (other than sales of inventory in accordance with such Person’s ordinary course of business of any significant portion of the Company’s properties or assets. (b) consistent with past practice). In addition to the other obligations under this Section 5.45.04(a), the Company will Seller shall promptly (and in any event within two three Business Days after receipt thereof by the Company Seller, its Affiliates or any of its representativestheir respective Representatives) advise Parent Buyer orally and in writing of any Acquisition Proposal, Proposal or any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, Proposal during the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the sameInterim Period. (c) The Company agrees that the rights and remedies for noncompliance with this Section 5.4 will include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to Parent and that money damages would not provide an adequate remedy to Parent.

No Solicitation of Other Bids. (a) The Company will For a period of six months from April 30, 2022. the Target shall not, and will shall not authorize or permit any of its officers or managers or Affiliates or any of its or their representatives Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will Target shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates and all of its and their representatives Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “"Acquisition Proposal” will " shall mean any inquiry, proposal or offer from any Person (other than Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyTarget; (ii) the issuance or acquisition of shares of Units capital stock or other equity securities of the CompanyTarget; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s Target's properties or assets. (b) In addition to the other obligations under this Section 5.45.03, the Company will Target shall promptly (and in any event within two three (3) Business Days after receipt thereof by the Company Target or any of its representativesRepresentatives) advise Parent orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company Target agrees that the rights and remedies for noncompliance with this Section 5.4 will 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to Parent and that money damages would not provide an adequate remedy to Parent.

No Solicitation of Other Bids. (a) The Company will Contributors shall not, and will shall not authorize or permit any of its officers or managers or Affiliates including the Companies or any of its or their representatives Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will Contributors shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates including the Companies and all of its and their representatives Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead toare reasonably expected to result in, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” will shall mean any inquiry, proposal or offer from any Person (other than Parent Beneficiary or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCompanies; (ii) the issuance or acquisition of shares of Units capital stock or other equity securities of the CompanyCompanies; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s Companies’ properties or assets. (b) In addition to the other obligations under this Section 5.46.03, the Company will Contributors shall promptly (and in any event within two five (5) Business Days after receipt thereof by the Company Contributors or any of its representativestheir Representatives) advise Parent orally and in writing Beneficiary of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company agrees Contributors agree that the rights and remedies for noncompliance with this Section 5.4 will 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to Parent Beneficiary and that money damages would not provide an adequate remedy to ParentBeneficiary.

No Solicitation of Other Bids. (a) The Company will Seller shall not, and will shall not authorize or permit any of its officers or managers or Affiliates (including the Company) or any of its or their representatives Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will Seller shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates (including the Company) and all of its and their representatives Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “"Acquisition Proposal” will " shall mean any inquiry, proposal or offer from any Person (other than Parent the Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of Units or other equity securities of membership interests in the Company; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s 's properties or assets. (b) In addition to the other obligations under this Section 5.44.10, the Company will Seller shall promptly (and in any event within two three (3) Business Days after receipt thereof by the Company Seller or any of its representativesRepresentatives) advise Parent the Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company Seller agrees that the rights and remedies for noncompliance with this Section 5.4 will 4.10 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to Parent the Buyer and that money damages would not provide an adequate remedy to Parentthe Buyer.

No Solicitation of Other Bids. (a) The Company will Vendor shall not, and will shall not authorize or permit any of its officers or managers or Affiliates (including the Corporation) or any of its or their representatives Representatives to, directly or indirectly, , (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will Vendor shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates (including the Corporation) and all of its and their representatives Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “"Acquisition Proposal” will " shall mean any inquiry, proposal or offer from any Person (other than Parent Purchaser or any of its Affiliates) concerning (i) a merger, consolidationamalgamation, arrangement, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCorporation; (ii) the issuance or acquisition of shares of Units in the capital, or other equity securities securities, of the CompanyCorporation; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of substantially all or any significant portion of the Company’s Corporation's properties or assets. (b) In addition to the other obligations under this Section 5.45.01 5.03, the Company will Vendor shall promptly (and in any event within two Business Days after receipt thereof by the Company Vendor or any of its representativesRepresentatives) advise Parent Purchaser orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company Vendor agrees that the rights and remedies for noncompliance with this Section 5.4 will 5.01 5.03 shall include having such provision specifically enforced by any court having equity of competent equitable jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to Parent Purchaser and that money monetary damages would not provide an adequate remedy to ParentPurchaser.

No Solicitation of Other Bids. a. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (aother than Purchaser or any of its Officers) The concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving one or more Company will Group Members; (ii) the issuance or acquisition of shares of capital stock or other equity securities of any Acquired Group Member; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company Group’s properties or assets (other than pursuant to the Restructuring). b. Seller shall not, and will shall not authorize or permit any of its officers or managers or Affiliates Company Group Member or any of its their Directors or their representatives Officers to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person Third Party concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will Seller shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates and all of its the Company Group Members and their representatives Directors and Officers to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons Third Parties conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” will mean any inquiry, proposal or offer from any Person (other than Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of Units or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s properties or assets. (b) In addition to the other obligations under this Section 5.4, the Company will a. Seller shall promptly (and in any event within two three Business Days after receipt thereof by the Company Seller or any of its representativesOfficers) advise Parent Purchaser orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person person making the same. (c) The Company agrees that the rights and remedies for noncompliance with this Section 5.4 will include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to Parent and that money damages would not provide an adequate remedy to Parent.

No Solicitation of Other Bids. (a) The Company will Until the date that is the earlier of the Closing Date or the date that this Agreement is terminated in accordance with its terms, each of the Vendors shall not, and will shall not authorize or permit any of its officers Affiliates (including the Company) or managers or Affiliates or any of its or their representatives Representatives to, directly or indirectly, : (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal; or (iv) open a data room, or disclose information to any Person concerning a possible Acquisition Proposal. The Company will Each of the Vendors shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates (including the Company) and all of its and their representatives Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons Person conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “"Acquisition Proposal” will " shall mean any inquiry, proposal or offer from any Person (other than Parent Purchaser or any of its Affiliates) concerning concerning: (i) a merger, consolidationamalgamation, arrangement, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of Units in the capital, or other equity securities securities, of the Company; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of substantially all or any significant portion of the Company’s 's properties or assets. (b) In addition to the other obligations under this Section 5.45.3 and unless this Agreement is terminated in accordance with its terms, each of the Company will Vendors shall promptly (and in any event within two three Business Days after receipt thereof by each of the Company Vendors or any of its representativesRepresentatives) advise Parent the Purchasers orally and in writing of any any: (i) Acquisition Proposal, any request for information with respect to any Acquisition Proposal, Proposal or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, ; (ii) the material terms and conditions of such request, Acquisition Proposal or inquiry, ; and (iii) the identity of the Person making the same. (c) The Company agrees Each of the Vendors agree that the rights and remedies for noncompliance non‐compliance with this Section 5.4 will 5.3 shall include having such provision specifically enforced by any court having equity of competent equitable jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to Parent the Purchasers and that money monetary damages would not provide an adequate remedy to Parentfor the Purchasers.

No Solicitation of Other Bids. (a) The Company will not, and will not authorize or permit any of its officers or managers directors or Affiliates or any of its or their representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will immediately cease and cause to be terminated, and will cause its officers, managers directors and Affiliates and all of its and their representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” will mean any inquiry, proposal or offer from any Person (other than Parent Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of Units capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s properties or assets. (b) In addition to the other obligations under this Section 5.45.5, the Company will promptly (and in any event within two Business Days after receipt thereof by the Company or any of its representatives) advise Parent Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company agrees that the rights and remedies for noncompliance with this Section 5.4 5.5 will include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to Parent Buyer and that money damages would not provide an adequate remedy to ParentBuyer.

No Solicitation of Other Bids. (a) The Company will Seller shall not, and will shall not authorize or permit any of its officers or managers or Affiliates (including the Company) or any of its or their representatives Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will Seller shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates (including the Company) and all of its and their representatives Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” will shall mean any inquiry, proposal or offer from any Person (other than Parent Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange recapitalization or other business combination transaction involving the CompanyCompany and/or its Subsidiaries; (ii) the issuance or acquisition of shares of Units or other equity securities of membership interests in the CompanyCompany and/or its Subsidiaries; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s properties or assets. (b) In addition to the other obligations under this Section 5.45.03, the Company will Seller shall promptly (and in any event within two three (3) Business Days after receipt thereof by the Company Seller or any of its representativesRepresentatives) advise Parent Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company Seller agrees that the rights and remedies for noncompliance with this Section 5.4 will 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to Parent Buyer and that money damages would not provide an adequate remedy to ParentBuyer.

No Solicitation of Other Bids. (a) The Company will Seller shall not, and will shall not authorize or permit any of its officers or managers or Affiliates (including the Company) or any of its or their representatives Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will Seller shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates (including the Company) and all of its and their representatives Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “"Acquisition Proposal” will " shall mean any inquiry, proposal or offer from any Person (other than Parent Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of Units capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s 's properties or assets. (b) In addition to the other obligations under this Section 5.45.04, the Company will Seller shall promptly (and in any event within two three Business Days after receipt thereof by the Company Seller or any of its representativesRepresentatives) advise Parent Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company ▇▇▇▇▇▇ agrees that the rights and remedies for noncompliance with this Section 5.4 will 5.04 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to Parent Buyer and that money damages would not provide an adequate remedy to ParentBuyer.

No Solicitation of Other Bids. (a) The Neither the Company will notnor the Sellers shall, and will not authorize nor shall the Company or Sellers permit any of its officers directors, managers, officers, trustees, beneficiaries, employees, advisors, representatives or managers or Affiliates or any of its or their representatives 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 transaction involving a merger, consolidation, business combination, purchase or disposition of any amount of the assets of the Company or any equity of the Company other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, encourage, solicitsolicit or initiate discussions, initiatenegotiations 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 continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information toencourage, any effort or attempt by any other Person concerning a possible Acquisition Proposal; to do or seek any of the foregoing. (iiib) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will and the Sellers shall immediately cease and cause to be terminated, and will cause its officers, managers and Affiliates and all of its and their representatives to immediately cease and cause to be terminated, all terminated any existing discussions or negotiations with any Persons persons or entities (other than Buyer) conducted heretofore with respect to, or that could lead to, to any Acquisition Transaction. The Company and the Sellers agree not to release any third party from the confidentiality provisions of any agreement to which the Company is a party and which was entered into in connection with the consideration of an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” will mean any inquiry, proposal or offer from any Person (other than Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of Units or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s properties or assetsTransaction. (bc) In addition to The Company and the other obligations under this Section 5.4, the Company will Sellers shall promptly (and in any event within two Business Days after receipt thereof by 48 hours of the Company or any occurrence of its representativesthe relevant event) advise Parent notify Buyer orally and in writing of if any Acquisition Proposalinquiries, any request proposals or requests for information with respect to any concerning an Acquisition ProposalTransaction are received by the Company, the Sellers or any inquiry with respect to officers, directors, managers or which could reasonably be expected to result in an Acquisition Proposal, employees of the material terms and conditions of such request, Acquisition Proposal or inquiry, and Company. The written notice shall include the identity of the Person third party making such inquiry, proposal or request and the sameterms and conditions thereof. (c) The Company agrees that the rights and remedies for noncompliance with this Section 5.4 will include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to Parent and that money damages would not provide an adequate remedy to Parent.

No Solicitation of Other Bids. (a) The During the Pre-Merger Closing Period, the Company will not, and will not authorize or permit any of its officers or managers or Affiliates or any of its or their representatives Representatives to, directly or indirectly, (ia) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (iib) enter into discussions discuss or negotiations negotiate with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iiic) recommend or enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The During the Pre-Merger Closing Period, the Company will immediately cease and cause to be terminated, and will cause its officers, managers and Affiliates and all of its and their representatives Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” will mean any inquiry, proposal or offer from any Person (other than Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of Units or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s properties or assets. (b) In addition to the other obligations under this Section 5.46.9, the Company will promptly (and in any event within two one Business Days Day after receipt thereof by the Company or any of its representativesRepresentatives) advise Parent orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which that could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company agrees ; provided, that the rights and remedies for noncompliance with this Section 5.4 will include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury Company shall not be obligated to disclose to Parent any of such material terms and that money damages would not provide conditions of such request, Acquisition Proposal or inquiry, and/or the identity of the Person making the same if the Company is under an adequate remedy obligation of confidentiality to Parenta third party with respect to such information.

No Solicitation of Other Bids. (a) The Company will Seller shall not, and will shall not authorize or permit any of its officers or managers or Affiliates (including the Company and its Subsidiary) or any of its or their representatives respective Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will Seller shall immediately cease and cause to be terminated, and will shall cause its officers, managers Affiliates (including the Company and Affiliates its Subsidiary) and all of its and their representatives Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” will shall mean any inquiry, proposal or offer from any Person (other than Parent Purchaser or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the CompanyCompany or its Subsidiary; (ii) the issuance or acquisition of shares of Units capital stock or other equity securities of the CompanyCompany or its Subsidiary; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the CompanyCompany or its Subsidiary’s properties or assets. (b) In addition to the other obligations under this Section 5.45.18, the Company will Seller shall promptly (and in any event within two one Business Days Day after receipt thereof by the Company Seller or any of its representativesRepresentatives) advise Parent Purchaser orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company Parent and Seller agrees that the rights and remedies for noncompliance with this Section 5.4 will 5.18 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to Parent Purchaser and that money damages would not provide an adequate remedy to ParentPurchaser.

No Solicitation of Other Bids. (a) The Company will shall not, and will shall not authorize or permit any of its officers or managers or Affiliates or any of its or their representatives Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates and all of its and their representatives Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” will mean means any inquiry, proposal or offer from any Person (other than Parent Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of Units capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s properties or assets. (b) In addition to the other obligations under this Section 5.45.3, the Company will shall promptly (and in any event within two Business Days three business days after receipt thereof by the Company or any of its representativesRepresentatives) advise Parent Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company agrees that the rights and remedies for noncompliance with this Section 5.4 will 5.3 include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to Parent the Buyer and that money damages would not provide an adequate remedy to Parentthe Buyer. (d) This Section 5.3 shall expire at 11:59 p.m. on November 1, 2021, unless the Closing Date is otherwise extended by written agreement of the Buyer, the Company, and the Representative or the parties have consummated the transactions contemplated by this Agreement.

No Solicitation of Other Bids. (a) The Company will Stockholders shall not, and will shall not authorize or permit any of its officers or managers or Affiliates or (including any member of the Company Group) of any of its or their representatives to, directly or indirectly, indirectly (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company will Stockholders shall immediately cease and cause to be terminated, and will shall cause its officers, managers and Affiliates (including any member of the Company Group) and all of its and their representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereofof this Section 5.12, “Acquisition Proposal” will shall mean any inquiry, proposal or offer from any Person (other than Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of Units capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition outside the ordinary course of business of any significant portion of the Company’s properties or assets. (b) In addition to the other obligations under this Section 5.45.12, the Company will Stockholders shall promptly (and in any event within two three (3) Business Days after receipt thereof by the Company or any of its representativesStockholders) advise Parent orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) The Company agrees Stockholders agree that the rights and remedies for noncompliance with this Section 5.4 will 5.12 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to Parent and that money damages would not provide an adequate remedy to Parent.