Common use of No Solicitation of Other Bids Clause in Contracts

No Solicitation of Other Bids. Neither of the Seller Parties nor any of their respective members, managers, partners, equity holders or representatives shall, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), (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. Each of the Seller Parties shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated) all existing discussions or negotiations with any Person conducted on or before the Effective Date with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Purchaser or any of its Affiliates) concerning (x) the issuance or acquisition of membership interests in Seller, (y) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Seller, or (z) the sale, lease, exchange or other disposition (whether directly or indirectly) of the Property or any portion thereof. Each of the Seller Parties agrees that the rights and remedies for noncompliance with this Section 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 shall cause irreparable injury to Purchaser and that money damages would not provide an adequate remedy to Purchaser.

No Solicitation of Other Bids. Neither of the (a) The Seller Parties nor shall not, and shall not authorize or permit any of their respective members, managers, partners, equity holders Affiliates (including the Company) or representatives shallany of their respective Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), 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. Each of the The Seller Parties shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated, and shall cause their respective Affiliates (including the Company) and all of their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted on or before the Effective Date heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof. (b) In addition to the other obligations under this Section 7.3, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Purchaser or any of its Affiliates) concerning (x) the issuance or acquisition of membership interests in Seller, (y) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Seller, or (z) the sale, lease, exchange or other disposition (whether directly or indirectly) of the Property or any portion thereof. Each of the Seller Parties agrees shall promptly advise Buyer 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 Seller Parties agree that the rights and remedies for noncompliance with this Section 7.3 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 shall cause irreparable injury to Purchaser Buyer and that money damages would not provide an adequate remedy to PurchaserBuyer.

No Solicitation of Other Bids. Neither of the (a) Seller Parties nor shall not, and shall not authorize or permit any of its Affiliates (including the Public Company) or any of its or their respective members, managers, partners, equity holders or representatives shallRepresentatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), 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. Each of the Seller Parties shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated, and shall cause its Affiliates (including the Public Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted on or before the Effective Date heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means shall mean any inquiry, proposal or offer from any Person (other than Purchaser Buyer or any of its Affiliates) concerning (x) the issuance or acquisition of membership interests in Seller, (yi) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Seller, the Public Company; (ii) the issuance or acquisition of membership interests in the Public Company; or (ziii) the sale, lease, exchange or other disposition (whether directly or indirectly) of any significant portion of the Property Public Company’s properties or any portion thereof. Each of the assets. (b) Seller Parties agrees that the rights and remedies for noncompliance with this Section 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 shall cause irreparable injury to Purchaser Buyer and that money damages would not provide an adequate remedy to PurchaserBuyer.

No Solicitation of Other Bids. Neither of the (a) Seller Parties nor shall not, and shall not authorize or permit any of its Affiliates (including the Public Company) or any of its or their respective members, managers, partners, equity holders or representatives shallRepresentatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), 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. Each of the Seller Parties shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated, and shall cause its Affiliates (including the Public Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted on or before the Effective Date heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “‘Acquisition Proposal” means ’ shall mean any inquiry, proposal or offer from any Person (other than Purchaser Buyer or any of its Affiliates) concerning (x) the issuance or acquisition of membership interests in Seller, (yi) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Seller, the Public Company; (ii) the issuance or acquisition of membership interests in the Public Company; or (ziii) the sale, lease, exchange or other disposition (whether directly or indirectly) of any significant portion of the Property Public Company’s properties or any portion thereof. Each of the assets. (b) Seller Parties agrees that the rights and remedies for noncompliance with this Section 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 shall cause irreparable injury to Purchaser Buyer and that money damages would not provide an adequate remedy to PurchaserBuyer.

No Solicitation of Other Bids. Neither of the (a) Seller Parties nor shall not, and shall not authorize or permit any of its Affiliates or any of its or their respective members, managers, partners, equity holders or representatives shallRepresentatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), 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. Each of the Seller Parties shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated) , and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted on or before the Effective Date heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Purchaser Buyer or any of its Affiliates) concerning (x) relating to the issuance direct or acquisition of membership interests in Sellerindirect disposition, (y) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Seller, or (z) the whether by sale, leasemerger or otherwise, exchange or other disposition (whether directly or indirectly) of the Property all or any portion thereof. Each of the Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.03, Seller Parties shall promptly (and in any event within three (3) Business Days after receipt thereof by Seller or its Representatives) advise 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) ▇▇▇▇▇▇ agrees that the rights and remedies for noncompliance with this Section 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 shall cause irreparable injury to Purchaser Buyer and that money damages would not provide an adequate remedy to PurchaserBuyer.

No Solicitation of Other Bids. Neither of the (a) Seller Parties nor shall not, and shall not authorize or permit any of its Affiliates or any of its or their respective members, managers, partners, equity holders or representatives shallRepresentatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), 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. Each of the Seller Parties shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated) , and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted on or before the Effective Date heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “"Acquisition Proposal” " means any inquiry, proposal or offer from any Person (other than Purchaser Buyer or any of its Affiliates) concerning (x) relating to the issuance direct or acquisition of membership interests in Sellerindirect disposition, (y) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Seller, or (z) the whether by sale, leasemerger or otherwise, exchange or other disposition (whether directly or indirectly) of the Property all or any portion thereof. Each of the Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.03, Seller Parties shall promptly (and in any event within three (3) Business Days after receipt thereof by Seller or its Representatives) advise 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) Seller agrees that the rights and remedies for noncompliance with this Section 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 shall cause irreparable injury to Purchaser Buyer and that money damages would not provide an adequate remedy to PurchaserBuyer.

No Solicitation of Other Bids. Neither (a) Seller shall not, and shall not authorize or permit any of its Affiliates (including members of the Seller Parties nor Company Group) or any of its or their respective members, managers, partners, equity holders or representatives shallRepresentatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), 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. Each of the Seller Parties shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated, and shall cause its Affiliates (including the members 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 Person Persons conducted on or before the Effective Date heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof. (b) In addition to the other obligations under this Section 5.6, “Acquisition Proposal” means Seller shall promptly (and in any inquiryevent within three (3) Business Days after receipt thereof by Seller, proposal or offer from any Person (other than Purchaser Company member or any of its Affiliatesor their Representatives) concerning (x) the issuance or acquisition advise Buyer orally and in writing of membership interests in Sellerany Acquisition Proposal, (y) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Sellerany request for information with respect to any Acquisition Proposal, or (z) any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the salematerial terms and conditions of such request, leaseAcquisition Proposal or inquiry, exchange or other disposition (whether directly or indirectly) and the identity of the Property or any portion thereof. Each of Person making the same. (c) Seller Parties agrees that the rights and remedies for noncompliance with this Section 5.6 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 shall cause irreparable injury to Purchaser Buyer and that money damages would not provide an adequate remedy to PurchaserBuyer.

No Solicitation of Other Bids. Neither of the Seller Parties nor (a) Sellers shall not, and shall not authorize or permit any of their respective members, managers, partners, equity holders Affiliates (including the Company) or any of its or their representatives shallto, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), 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. Each of the Seller Parties Sellers shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated, and shall cause its 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 Person Persons conducted on or before the Effective Date heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof. (b) In addition to the other obligations under this Section 4.3, “Sellers shall promptly (and in any event within one (1) Business Day after receipt thereof by any Seller or his or her representatives) advise Buyer orally and in writing of any Acquisition Proposal” means , 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, proposal or offer from any Person (other than Purchaser or any of its Affiliates) concerning (x) and the issuance or acquisition of membership interests in Seller, (y) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Seller, or (z) the sale, lease, exchange or other disposition (whether directly or indirectly) identity of the Property or any portion thereof. Each of Person making the Seller Parties agrees same. (c) Sellers agree that the rights and remedies for noncompliance with this Section 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 shall cause irreparable injury to Purchaser Buyer and that money damages would not provide an adequate remedy to PurchaserBuyer.

No Solicitation of Other Bids. Neither of the (a) Seller Parties nor shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their respective members, managers, partners, equity holders or representatives shallto, directly or indirectly, (i) encourage, solicit, initiate, facilitate facilitate, or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), 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. Each of the Seller Parties shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated, and shall cause its 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 Person Persons conducted on or before the Effective Date heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means shall mean any inquiry, proposal proposal, or offer from any Person (other than Purchaser Buyer or any of its Affiliates) concerning (x) the issuance or acquisition of membership interests in Seller, (yi) a merger, consolidation, liquidation, recapitalization recapitalization, share exchange or other business combination transaction involving Seller, the Company; (ii) the issuance or acquisition of Equity Interests of the Company; or (ziii) the sale, lease, exchange exchange, or other disposition (whether directly or indirectly) of any significant portion of the Property Company’s properties or assets. For the avoidance of doubt, nothing in this Section 6.22 is intended to restrict or limit Seller or any portion thereof. Each of Seller’s Affiliates (other than the Company) from entering into, engaging in or consummating any transaction not involving the Company or which would involve the transfer of Seller Parties agrees or its Affiliates that does not modify the rights and remedies for noncompliance with terms of this Section 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 shall cause irreparable injury to Purchaser and that money damages would not provide an adequate remedy to PurchaserAgreement.

No Solicitation of Other Bids. Neither (a) Sellers shall not, and shall not authorize or permit any of their Affiliates (including the Seller Parties nor Target Companies) or any of their respective members, managers, partners, equity holders or representatives shallRepresentatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), 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. Each of the Seller Parties Sellers shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated, and shall cause their Affiliates (including the Target Companies) and all of their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted on or before the Effective Date heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal proposal, or offer from any Person (other than Purchaser Buyers or any of its their Affiliates) concerning (x) relating to the issuance direct or acquisition of membership interests in Sellerindirect disposition, (y) a whether by sale, merger, consolidationamalgamation or otherwise, liquidation, recapitalization or other business combination transaction involving Seller, or (z) the sale, lease, exchange or other disposition (whether directly or indirectly) of the Property all or any portion thereof. Each of the Target Companies’ properties or assets. (b) In addition to the other obligations under this Section 5.03, Sellers shall, and shall cause each Target Company to, promptly (and in any event within three (3) Business Days after receipt thereof by such Seller Parties agrees or its Representatives) advise Buyers 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. (c) Sellers agree that the rights and remedies for noncompliance with this Section 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 shall cause irreparable injury to Purchaser Buyers and that money damages would not provide an adequate remedy to PurchaserBuyers.

No Solicitation of Other Bids. Neither (a) Sellers shall not, and shall not authorize or permit any of their Affiliates (including the Seller Parties nor Acquired Companies) or any of their respective members, managers, partners, equity holders or representatives shallto, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined)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. Each of the Seller Parties Sellers shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated, and shall cause their Affiliates (including the Acquired Companies) and all of respective representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted on or before the Effective Date heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof. (b) In addition to the other obligations under this Section 5.03, “Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any Seller or their representatives) advise Buyer orally and in writing of any Acquisition Proposal” means , 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, proposal or offer from any Person (other than Purchaser or any of its Affiliates) concerning (x) and the issuance or acquisition of membership interests in Seller, (y) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Seller, or (z) the sale, lease, exchange or other disposition (whether directly or indirectly) identity of the Property or any portion thereof. Each of Person making the Seller Parties agrees same. (c) Sellers agree that the rights and remedies for noncompliance with this Section 5.03 shall include having such provision specifically enforced by any court having equity of competent jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Purchaser Buyer and that money damages would not provide an adequate remedy to PurchaserBuyer.

No Solicitation of Other Bids. Neither of the (a) Parent and Seller Parties nor shall not, and shall not authorize or permit any of their respective members, managers, partners, equity holders Affiliates or representatives shallany of their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), 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. Each of the Parent and Seller Parties shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated) , and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted on or before the Effective Date heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “"Acquisition Proposal” " means any inquiry, proposal or offer from any Person (other than Purchaser Buyer or any of its Affiliates) concerning (x) relating to the issuance direct or acquisition of membership interests in Sellerindirect disposition, (y) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Seller, or (z) the whether by sale, leasemerger or otherwise, exchange or other disposition (whether directly or indirectly) of the Property all or any portion thereof. Each of the Business or the Purchased Assets. (b) Parent and Seller Parties agrees shall promptly (and in any event within three Business Days after receipt thereof by Seller or its Representatives) advise 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) Parent and Seller agree that the rights and remedies for noncompliance with this Section 6.14 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 shall cause irreparable injury to Purchaser Buyer and that money damages would not provide an adequate remedy to PurchaserBuyer.

No Solicitation of Other Bids. Neither (a) Until the earlier of the Closing and the termination of this Agreement in accordance with its terms, Seller Parties nor shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their respective members, managers, partners, equity holders or representatives shallRepresentatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), 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. Each of the Seller Parties shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated, and shall cause its 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 Person Persons conducted on or before the Effective Date heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means shall mean any inquiry, proposal or offer from any Person (other than Purchaser Buyer or any of its Affiliates) concerning (x) the issuance or acquisition of membership interests in Seller, (yi) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Seller, the Company; (ii) the issuance or acquisition of membership interests in the Company; or (ziii) the sale, lease, exchange or other disposition (whether directly or indirectly) of any significant portion of the Property Company’s properties or any portion thereof. Each of the assets. (b) Seller Parties agrees that the rights and remedies for noncompliance with this Section 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 shall cause irreparable injury to Purchaser Buyer and that money damages would not provide an adequate remedy to PurchaserBuyer.

No Solicitation of Other Bids. Neither of the (a) Seller Parties nor shall not, and shall not authorize or permit any of its controlled Affiliates or authorize any of its or their respective members, managers, partners, equity holders or representatives shallRepresentatives on Seller’s behalf to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible an Acquisition Proposal, ; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of the Seller Parties shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated) , and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons (other than Buyer or any of its Affiliates) conducted on or before the Effective Date heretofore with respect to, or that could would reasonably be expected to lead to, an Acquisition Proposal. For purposes hereof. (b) In addition to the other obligations under this Section 6.08, “Seller shall promptly (and in any event within five (5) Business Days after receipt thereof by Seller) advise Buyer orally and in writing of any Acquisition Proposal” means , any inquiryrequest for information with respect to any Acquisition Proposal, proposal or offer from any Person (other than Purchaser or any of its Affiliatesinquiry with respect to or which would reasonably be expected to result in an Acquisition Proposal. (c) concerning (x) the issuance or acquisition of membership interests in Seller, (y) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Seller, or (z) the sale, lease, exchange or other disposition (whether directly or indirectly) of the Property or any portion thereof. Each of the Seller Parties ▇▇▇▇▇▇ agrees that the rights and remedies for noncompliance with this Section 6.08 shall include Buyer having such provision specifically enforced the right to seek specific performance by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall may cause irreparable injury to Purchaser Buyer and that money damages would may not provide an adequate remedy to PurchaserBuyer.

No Solicitation of Other Bids. Neither of the (a) Seller Parties nor shall not, and shall not authorize or permit any of its controlled Affiliates (including the Company) or any of its or their respective members, managers, partners, equity holders or representatives shallRepresentatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), 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. Each of the Seller Parties shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated, and shall cause its 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 Person Persons conducted on or before the Effective Date heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means shall mean any inquiry, proposal or offer from any Person (other than Purchaser Buyer or any of its Affiliates) concerning (x) the issuance or acquisition of membership interests in Seller, (yi) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Seller, any Acquired Company; (ii) the issuance or acquisition of equity interests in any Acquired Company; (ziii) the sale, lease, exchange or other disposition of any significant portion of the Acquired Companies’ properties or assets; or (whether directly iv) the transfer or indirectlyassignment of any Key Contract; provided that the term “Acquisition Proposal” shall not include any proposal or offer relating to a direct or indirect acquisition (including by way of merger, consolidation, recapitalization, asset sale or other similar transaction) of the Property any assets or any portion thereof. Each equity securities of Seller or its Subsidiaries, so long as none of such assets and equity securities consist of assets or equity securities of the Seller Parties agrees that the rights and remedies for noncompliance with this Section 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 shall cause irreparable injury to Purchaser and that money damages would not provide an adequate remedy to PurchaserAcquired Companies.

No Solicitation of Other Bids. Neither of the Seller Parties nor (a) The Sellers shall not, and shall not authorize or permit any of their respective members, managers, partners, equity holders Affiliates (including the Companies) or representatives shallany of their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), 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. Each of the Seller Parties The Sellers shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated, and shall cause their Affiliates (including the Companies) and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted on or before the Effective Date heretofore with respect to, or that could reasonably lead to, an Acquisition Proposal. For purposes hereof. (b) In addition to the other obligations under this Section 5.05, “the Sellers shall promptly (and in any event within three Business Days after receipt thereof by Seller or its Representatives) advise the Purchaser orally and in writing of any written Acquisition Proposal” means , 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, proposal or offer from any Person (other than Purchaser or any of its Affiliates) concerning (x) and the issuance or acquisition of membership interests in Seller, (y) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Seller, or (z) the sale, lease, exchange or other disposition (whether directly or indirectly) identity of the Property or any portion thereof. Each of Person making the Seller Parties agrees same. (c) The Sellers agree that the rights and remedies for noncompliance with this Section 5.05 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 shall cause irreparable injury to the Purchaser and that money damages would not provide an adequate remedy to the Purchaser.

No Solicitation of Other Bids. Neither of the Seller Parties nor (a) Sellers shall not, and shall not authorize or permit any of their respective members, managers, partners, equity holders Affiliates (including the Company) or any of its or their representatives shallto, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), 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. Each of the Seller Parties Sellers shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated, and shall cause its 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 Person Persons conducted on or before the Effective Date heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof. (b) In addition to the other obligations under this Section 4.3, “Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any Seller or his or her representatives) advise Buyer orally and in writing of any Acquisition Proposal” means , 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, proposal or offer from any Person (other than Purchaser or any of its Affiliates) concerning (x) and the issuance or acquisition of membership interests in Seller, (y) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Seller, or (z) the sale, lease, exchange or other disposition (whether directly or indirectly) identity of the Property or any portion thereofPerson making the same. Each of the Seller Parties agrees #34018857 v13 (c) Sellers agree that the rights and remedies for noncompliance with this Section 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 shall cause irreparable injury to Purchaser Buyer and that money damages would not provide an adequate remedy to PurchaserBuyer.

No Solicitation of Other Bids. Neither of the Quiksilver nor Seller Parties nor shall, or shall authorize or permit any of their respective members, managers, partners, equity holders Affiliates (including the Company) or representatives shallany of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), 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. Each of the Quiksilver and Seller Parties shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated, and shall cause their 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 Person Persons conducted on or before the Effective Date heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means shall mean any inquiry, proposal or offer from any Person (other than Purchaser Buyer or any of its Affiliates) concerning (x) the issuance or acquisition of membership interests in Seller, (yi) a merger, consolidation, liquidation, recapitalization recapitalization, share exchange or other business combination transaction involving Seller, the Company; (ii) the issuance or acquisition of equity securities of the Company; or (ziii) the sale, lease, exchange or other disposition (whether directly or indirectly) of a substantial portion of the Property Company’s properties or any portion thereofassets, other than sale of inventory in the ordinary course of business. Each of the Quiksilver and Seller Parties agrees agree that the rights and remedies for noncompliance with this Section 4.17 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 shall could potentially cause irreparable injury to Purchaser Buyer and that money damages would may not provide an adequate remedy to PurchaserBuyer.

No Solicitation of Other Bids. Neither of the Seller Parties nor (a) Sellers shall not, and shall not authorize or permit any of their Affiliates (including the Company and the Subsidiaries) or any of its or their respective members, managers, partners, equity holders or representatives shallRepresentatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), 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. Each of the Seller Parties Sellers shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated, and shall cause their respective Affiliates (including the Company and the Subsidiaries) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted on or before the Effective Date heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Purchaser Buyer or any of its Affiliates) concerning (x) the issuance or acquisition of membership interests in Seller, (yi) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving SellerEFV, Elevation or EBIP; (ii) the issuance or acquisition of membership interests or other equity interests in EFV, Elevation or EBIP; or (ziii) the sale, lease, exchange or other disposition (whether directly or indirectly) of any significant portion of the Property properties or any portion thereof. Each assets of the Seller Parties agrees that the rights and remedies for noncompliance with this Section shall include having such provision specifically enforced by any court having equity jurisdictionEFV, it being acknowledged and agreed that any such breach Elevation or threatened breach shall cause irreparable injury to Purchaser and that money damages would not provide an adequate remedy to PurchaserEBIP.

No Solicitation of Other Bids. Neither of the (a) Seller Parties nor shall not, and shall not authorize or permit any of its Affiliates (including the Company Group) or any of its or their respective members, managers, partners, equity holders or representatives shallRepresentatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as hereinafter defined), 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. Each of the Seller Parties shall immediately cease (or cause to be ceased) and terminate (or cause to be terminated, and shall cause its Affiliates (including 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 Person Persons conducted on or before the Effective Date heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof. (b) In addition to the other obligations under this Section 5.03, “Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by Seller or its Representatives) advise Buyer orally and in writing of any Acquisition Proposal” means , 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, proposal or offer from any Person (other than Purchaser or any of its Affiliates) concerning (x) and the issuance or acquisition of membership interests in Seller, (y) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving Seller, or (z) the sale, lease, exchange or other disposition (whether directly or indirectly) identity of the Property or any portion thereof. Each of Person making the Seller Parties same. (c) ▇▇▇▇▇▇ agrees that the rights and remedies for noncompliance with this Section 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 shall cause irreparable injury to Purchaser Buyer and that money damages would not provide an adequate remedy to PurchaserBuyer.