Common use of No Solicitation of Other Bids Clause in Contracts

No Solicitation of Other Bids. (a) The Company and its Representatives shall not, and shall cause the Company’s Subsidiaries not 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 and its Subsidiaries shall immediately cease and cause to be terminated, and shall cause all of its and their Representatives to immediately cease and cause to be terminated, any 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” 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 or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (iii) the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all of the Company’s and its Subsidiaries’ assets; or (v) an exclusive license of any or all Company Intellectual Property.

No Solicitation of Other Bids. (a) The During the period from the date of this Agreement and continuing until the earlier of the Closing and the termination of this Agreement in accordance with its terms, the Company and its Representatives the Stockholders’ Representative shall not, and shall cause the Company’s Subsidiaries not authorize or permit any of their respective Affiliates or 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 and its Subsidiaries or the Stockholders’ Representative, as applicable, shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, any 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” 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 Company or any of its SubsidiariesCompany; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company Company; or any of its Subsidiaries; (iii) the sale, lease, exchange or other disposition of Company Products any significant portion of the Company’s properties or assets (other than sales of products in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all of the Company’s and its Subsidiaries’ assets; or (v) an exclusive license of any or all Company Intellectual Propertyas permitted pursuant Section 5.01).

No Solicitation of Other Bids. (a) The Company and its Representatives Except as required by applicable Law, Seller shall not, and shall cause not authorize or permit any of its Affiliates (including the Company’s Subsidiaries not Company and any Subsidiary) or any of their 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 and its Subsidiaries Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company and any Subsidiary) and all of its and their respective Representatives to immediately cease and cause to be terminated, any all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, to an Acquisition Proposal; provided, that the foregoing shall not prohibit Seller from strictly complying with the Franchise Agreements (including the framework agreements). For purposes hereof, An “Acquisition Proposal” shall 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 or any of its SubsidiariesSubsidiary; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its SubsidiariesSubsidiary; or (iii) the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any significant portion of the Company’s and its Subsidiaries’ assets; properties or (v) an exclusive license assets of the Company or any or all Company Intellectual PropertySubsidiary.

No Solicitation of Other Bids. (a) The Each of the Sellers and the Company and its Representatives shall agrees that it will not, and shall cause the Company’s Subsidiaries will not authorize or permit any of its Affiliates or any of its or their Representatives to, directly or indirectly: , (ia) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (iib) enter into discussions or negotiations with, or provide any information to, with any Person concerning a possible Acquisition Proposal; or (iiic) enter into any agreements or other instruments (whether or not binding) regarding to effect an Acquisition Proposal. The Each of the Sellers and the Company and its Subsidiaries shall will immediately cease and cause to be terminated, and shall will cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, any all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal, and request the return or destruction of any due diligence materials provided to any Persons (other than Buyer and its Affiliates and Representatives) in connection with any potential Acquisition Proposal (subject to the terms of any applicable confidentiality agreements with such Persons). For purposes hereof, “Acquisition Proposal” shall 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 membership interest exchange or other business combination transaction involving the Company or any of its SubsidiariesAcquired Companies; (ii) the issuance or acquisition of shares of capital stock membership interests or other equity securities of in the Company Acquired Companies; or any of its Subsidiaries; (iii) the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any material portion of the Company’s and its Subsidiaries’ assets; or (v) an exclusive license of any or all Company Intellectual PropertyAssets.

No Solicitation of Other Bids. 968037.12 (a) The Company and its Representatives Seller shall not, and shall cause not authorize or permit any of its Affiliates (including the Company’s Subsidiaries not Group Companies) or direct any of its or their Representatives to, directly or indirectly: , (i) encourage, solicit, initiate, facilitate solicit or initiate 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 and its Subsidiaries Seller shall immediately cease and 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, any 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” shall mean any inquiry, proposal or offer from any Person (other than Parent Buyer or any of its Affiliates) concerning (ix) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries; (iiy) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its SubsidiariesSubsidiaries other than pursuant to management incentive plans in existence on the date of this Agreement; or (iiiz) the sale, lease, exchange or other disposition of any significant portion of the properties or assets of the Company Products or any of its Subsidiaries, other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all of the Company’s and its Subsidiaries’ assets; or (v) an exclusive license of any or all Company Intellectual PropertyOrdinary Course.

No Solicitation of Other Bids. (a) The Company and its Representatives Seller Parties shall not, and shall cause the Company’s Subsidiaries not authorize or permit any of their respective Affiliates or any of their 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 and its Subsidiaries Seller Parties shall immediately cease and cause to be terminated, and shall cause their respective Affiliates and all of its and their respective Representatives to immediately cease and cause to be terminated, any 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” 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 Target, CMHC, CAM or any of its SubsidiariesReserve Property Seller; (ii) the issuance or acquisition of shares of capital stock membership interests or other equity securities of the Company interest in Target, CMHC, CAM or any of its SubsidiariesReserve Property Seller; (iii) the sale, lease, exchange or other disposition of Company Products any significant portion of properties or assets (other than sales of Target’s Coal Inventory in the ordinary course of business consistent with past practicesbusiness) of Target, CMHC or CAM; or (iv) a sale of all the sale, lease, exchange or substantially all of the Company’s and its Subsidiaries’ assets; or (v) an exclusive license other disposition of any Reserve Property. Seller Parties shall promptly notify Buyer of any such inquiries or all Company Intellectual Propertyproposals received by any Seller Party, Affiliate of a Seller Party or any of their respective Representatives relating to such matters.

No Solicitation of Other Bids. (a) The Company and its Representatives shall not, and shall cause the Company’s Subsidiaries not authorize or permit any of its 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 and its Subsidiaries shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, any 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” shall mean any inquiry, proposal or offer from any Person (other than Parent Parent, Merger Sub or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its SubsidiariesCompany; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company Company; or any of its Subsidiaries; (iii) the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any significant portion of the Company’s and its Subsidiaries’ properties or assets; provided that the exercise of options or (v) any inquiry, proposal or offer by any Equityholder with respect to the exercise of options of the Company shall not, for purposes of this Agreement, be considered an exclusive license of any or all Company Intellectual PropertyAcquisition Proposal.

No Solicitation of Other Bids. (a) The Company and its Representatives Sellers shall not, and shall cause not authorize or permit any of their respective Affiliates (including the Company’s Subsidiaries not Company and each of the Acquired Subsidiaries) 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 and its Subsidiaries Sellers shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company and each of the Acquired Subsidiaries) and all of its and their Representatives to immediately cease and cause to be terminated, any 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” 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 or any of its the Acquired Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of membership interests in the Company or any of its the Acquired Subsidiaries; or (iii) the sale, lease, exchange or other disposition of Company Products other than in any significant portion of the Company’s or any of the Acquired Subsidiaries’ properties or assets outside of the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all of the Company’s and its Subsidiaries’ assets; or (v) an exclusive license of any or all Company Intellectual Propertybusiness.

No Solicitation of Other Bids. (a) The Company and its Representatives From the date hereof until the Closing or the earlier termination of this Agreement, Sellers shall not, and shall cause not authorize or permit the Company’s Subsidiaries not , any Company Subsidiary or any of their Representatives to, directly or indirectly: (i) knowingly encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) participate in or enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; Proposal or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company and its Subsidiaries Sellers shall immediately cease and cause to be terminated, and shall cause their Affiliates (including the Company and each Company Subsidiary) and all of its and their Representatives to immediately cease and cause to be terminated, any 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” shall mean any inquiry, proposal or offer from any Person (other than Parent Buyer or any of its Affiliates) concerning concerning: (i) a merger, consolidation, liquidation, recapitalization, share exchange exchange, tender offer or other business combination transaction involving the Company or any of its Subsidiariesa Company Subsidiary; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; a Company Subsidiary or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s or a Company Products other than Subsidiary’s properties or assets; provided, however, that the term “Acquisition Proposal” shall not apply to sales of (i) inventory in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all of the Company’s and its Subsidiaries’ assets; practice or (vii) an exclusive license of any or all Company Intellectual Propertyland in Genoa, Italy and Rouen, France.

No Solicitation of Other Bids. (a) The Company and its Representatives From the date hereof until the earlier of the termination of this Agreement or the Closing, Sellers shall not, and shall cause not authorize or permit any of their Affiliates (including the Company’s Subsidiaries not Company and the Subsidiaries) or any of their 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 and its Subsidiaries Sellers shall immediately cease and cause to be terminated, and shall cause their Affiliates (including the Company and the Subsidiaries) and all of its and their Representatives to immediately cease and cause to be terminated, any 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” shall mean any inquiry, proposal proposal, or offer from any Person (other than Parent Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange exchange, or other business combination transaction involving the Company or any of its the Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its the Subsidiaries; or (iii) the sale, lease, exchange exchange, or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any significant portion of the Company’s and its or any of the Subsidiaries’ properties or assets; or (v) an exclusive license of any or all Company Intellectual Property.

No Solicitation of Other Bids. (a) The Company and its Representatives shall not, and shall cause the Company’s Subsidiaries not authorize or permit any of its Affiliates or any of its or their Representatives to, directly or indirectly: , (i) encourage, solicit, initiate, facilitate or continue inquiries or discussions 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 and its Subsidiaries shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, any 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” shall mean any inquiry, proposal or offer from any Person (other than Parent or any of its AffiliatesSubsidiaries) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities Equity Interests of the Company or any of its Subsidiaries; or (iii) the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any significant portion of the Company’s and or any of its Subsidiaries’ properties or assets; . The Company shall be deemed responsible for any breaches of this Section 7.6 by any of the Company’s Affiliates or (v) an exclusive license of any or all Company Intellectual PropertyRepresentatives.

No Solicitation of Other Bids. A. Sellers shall not authorize or permit any of its Affiliates (a) The Company and its Representatives shall not, and shall cause including the Company’s Subsidiaries not ) or any of its or their Representatives to, directly or indirectly: , (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposalacquisition proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposalacquisition proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposalacquisition proposal. The Company and its Subsidiaries Sellers shall immediately cease and cause to be terminated, terminated and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, any all existing discussions or negotiations with any 33 v9 Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposalacquisition proposal. For purposes hereof, “Acquisition Proposal” "acquisition proposal" shall mean any inquiry, proposal or offer from any Person (other than Parent Transferor or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its SubsidiariesCompany; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company Company; or any of its Subsidiaries; (iii) the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any significant portion of the Company’s 's properties or assets. B. In addition to the other obligations under Schedule Part B, Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by Sellers or its Subsidiaries’ assets; Representatives) advise Transferor 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. ▇. ▇▇▇▇▇▇▇ agree that the rights and remedies for noncompliance with Schedule Part B 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 Transferor and that money damages would not provide an adequate remedy to Transferor. xxxvii. Notice of Certain Events. A. From the date hereof until the Final Closing, Sellers shall promptly notify Transferor in writing of: 1. 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 Sellers hereunder not being true and correct or (vC) an exclusive license has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set in this contract; 2. any notice or all 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; 34 v9 . any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and 4. any Actions commenced or, to Sellers' Knowledge, threatened against, relating to or involving or otherwise affecting Sellers or the Company Intellectual Propertythat, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Schedule Part B or that relates to the consummation of the transactions contemplated by this Agreement. B. Transferor's receipt of information pursuant to this Schedule Part B shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement and shall not be deemed to amend or supplement the Disclosure Schedules. xxxviii.

No Solicitation of Other Bids. (a) The Company and its Representatives shall not, and shall cause not authorize or permit the Company’s Subsidiaries not Company Subsidiary or any of its or their Affiliates or any of its or their representatives to, directly or indirectly: , (i) encourage, solicit, solicit or initiate, facilitate or continue inquiries regarding encourage the submission of, any proposal or indication of interest relating to an Acquisition ProposalAlternative Transaction; (ii) enter into discussions participate in any discussion or negotiations withnegotiation regarding or furnish to any Person (including any board member) any information with respect to, or provide take any information other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Person concerning a possible Acquisition ProposalAlternative Transaction; or (iii) authorize, approve, consummate, engage in, or enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposalagreement with respect to any Alternative Transaction. The Company shall, and its Subsidiaries shall cause the Company Subsidiary to, immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives representatives to immediately cease and cause to be terminated, any all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition ProposalAlternative Transaction. For purposes hereof, “Acquisition ProposalAlternative Transaction” shall mean any inquiryof the following transactions between or among Company, proposal or offer from the Company Subsidiary, and any Person other than Purchaser: (i) the acquisition or purchase of equity of, or debt by, Company or the Company Subsidiary, including any debt or equity financing round (other than Parent pursuant to the conversion of Company Series A Preferred Stock, the exercise of Options or any Company Warrants or repurchase from former employees, directors and consultants pursuant to stock option agreements providing for the repurchase of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any such securities in connection with their termination of its Subsidiariesservice to Company); (ii) the issuance or acquisition of shares of capital stock sale transfer, license or other equity securities disposition of any material assets or rights of Company or the Company or any Subsidiary outside the ordinary course of its SubsidiariesCompany’s business; (iii) a business combination involving Company or the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practicesSubsidiary; (iv) a sale of all any other extraordinary business transaction involving or substantially all of otherwise relating to Company or the Company’s and its Subsidiaries’ assetsCompany Subsidiary; or (v) an exclusive license of any or all Company Intellectual Propertyother transaction that would reasonably be expected to interfere with the transactions contemplated by this Agreement.

No Solicitation of Other Bids. (a) The Company and its Representatives Vendor shall not, and shall cause the Company’s Subsidiaries not authorize or permit any of its 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 and its Subsidiaries Vendor shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, any 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” shall mean " means any inquiry, proposal or offer from any Person (other than Parent Purchaser or any of its Affiliates) concerning (i) a mergerrelating to the direct or indirect disposition, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of its Subsidiaries; (iii) the whether by sale, leaseamalgamation or otherwise, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any portion of the Company’s Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.03, Vendor shall promptly (and, in any event, within three Business Days after receipt thereof by Vendor or its Representatives) advise Purchaser orally and its Subsidiaries’ assets; or (v) an exclusive license in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or all Company Intellectual Propertyany 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) Vendor agrees that the rights and remedies for non-compliance with this Section

No Solicitation of Other Bids. (a) The Company Sellers shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Companies) 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. From the date hereof through the first to occur of the Closing or the termination of this Agreement in accordance with Article IX, Sellers shall not, and shall cause not authorize or permit any of their respective Affiliates (including the Company’s Subsidiaries not Companies) 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 and its Subsidiaries shall immediately cease and cause to be terminated, and shall cause all of its and their Representatives to immediately cease and cause to be terminated, any 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” shall mean any inquiry, proposal or offer from any Person (other than Parent Purchasers or any of its their Affiliates, or the WSDA) concerning (ix) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its SubsidiariesCompany; (iiy) the issuance or acquisition of shares of capital stock stock, limited liability company/membership interests or other equity securities of any Seller or its Affiliates (including the Company Companies); or any of its Subsidiaries; (iiiz) the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all of the Company’s and its Subsidiaries’ assets; or (v) an exclusive license any significant portion of any Seller’s or all Company Intellectual Propertyits Affiliates’ (including the Companies) properties or assets.

No Solicitation of Other Bids. (a) The Company Until the earlier of the Closing and its Representatives such time as this Agreement is terminated in accordance with Article X, except for the transactions with Parent contemplated by this Agreement, PCF shall not, and shall cause not authorize or permit any of its Affiliates (including the Company’s Subsidiaries not ) 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 and its Subsidiaries PCF shall immediately cease and 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, any all existing discussions or negotiations with any Persons (other than Parent and its Affiliates and their respective Representatives) conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” 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 recapitalization or other business combination transaction involving the Company or any of its SubsidiariesCompany; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company Company; or any of its Subsidiaries; (iii) the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practices; (iv) a sale of all or substantially all any significant portion of the Company’s and its Subsidiaries’ properties or assets; or (v) an exclusive license of any or all Company Intellectual Property.

No Solicitation of Other Bids. (a) The Company and its Representatives shall not, and shall cause the Company’s Subsidiaries not authorize or permit any of its Affiliates or any of its or their representatives to, directly or indirectly: , (i) encourage, solicit, solicit or initiate, facilitate or continue inquiries regarding encourage the submission of, any proposal or indication of interest relating to an Acquisition ProposalAlternative Transaction; (ii) enter into discussions participate in any discussion or negotiations withnegotiation regarding or furnish to any Person (including any board member) any information with respect to, or provide take any information other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Person concerning a possible Acquisition ProposalAlternative Transaction; or (iii) authorize, approve, consummate, engage in, or enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposalagreement with respect to any Alternative Transaction. The Company and its Subsidiaries shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives representatives to immediately cease and cause to be terminated, any all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition ProposalAlternative Transaction. For purposes hereof, “Acquisition ProposalAlternative Transaction” shall mean any inquiry, proposal of the following transactions between or offer from among the Company and any Person other than Purchaser: (i) the acquisition or purchase of equity of, or debt by, the Company, including any debt or equity financing round (other than Parent pursuant to the conversion of Company Preferred Stock, the exercise of Options or any Company Warrants or repurchase from former employees, directors and consultants pursuant to stock option agreements providing for the repurchase of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving such securities in connection with their termination of service to the Company or any of its SubsidiariesCompany); (ii) the issuance or acquisition of shares of capital stock sale transfer, license or other equity securities disposition of any material assets or rights of the Company or any outside the ordinary course of its Subsidiariesthe Company’s business; (iii) a business combination involving the sale, lease, exchange or other disposition of Company Products other than in the ordinary course of business consistent with past practicesCompany; (iv) a sale of all any other extraordinary business transaction involving or substantially all of otherwise relating to the Company’s and its Subsidiaries’ assets; or (v) an exclusive license of any or all Company Intellectual Propertyother transaction that would reasonably be expected to interfere with the transactions contemplated by this Agreement.