Common use of No Solicitation of Other Bids Clause in Contracts

No Solicitation of Other Bids. (a) During the Interim Period, the Company shall not, and shall not authorize or permit any of its Affiliates (including the Stockholders) or any of its or their Representatives to, directly or indirectly, (i) solicit for, initiate, or continue inquiries for an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person for a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) for an Acquisition Proposal. Immediately following the execution of this Agreement, the Company shall, and shall direct each of their respective Affiliates and Representatives to, terminate any existing discussions or negotiations with any Persons, other than Parent (and its Affiliates and Representatives), on any Acquisition Proposal, terminate all physical and electronic data room access previously granted to any Persons other than Parent and its Affiliates and Representatives in any Acquisition Proposal and use its reasonable best efforts to cause any Persons other than Parent and its Affiliates and Representatives in possession of non-public information in respect of the Company or its Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries to return or destroy (and confirm destruction of) all such information. (b) In addition to the other obligations under this Section 6.3, the Company shall promptly (and in any event within 24 hours after receipt thereof by the Company, any Stockholder or their respective Representatives) advise Parent of any Acquisition Proposal, any request for information on any Acquisition Proposal, or any inquiry on an Acquisition Proposal, and the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. Without limiting the generality of the foregoing, it is understood that any breach of the restrictions set forth in this Section 6.3 by any director or officer of the Company or any of its Subsidiaries or by any other Representative of the Company or its Subsidiaries acting at the Company’s or its Subsidiaries’ direction shall be deemed to constitute a breach of this Section 6.3 by the Company.

No Solicitation of Other Bids. From the date hereof until the Closing Date or the Termination Date: (a) During the Interim Period, the Company Vendors shall not, and shall not authorize or permit any of its their respective Affiliates (including the StockholdersTarget Entities) or any of its or their Representatives to, directly or indirectly, : (i) solicit forencourage, solicit, initiate, facilitate or continue inquiries for regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person for concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) for regarding an Acquisition Proposal. Immediately following the execution of this Agreement, the Company shall, Vendors shall immediately cease and cause to be terminated and shall direct each of cause their respective Affiliates (including the Target Entities) and all their Representatives toto immediately cease and cause to be terminated, terminate any all existing discussions or negotiations with any PersonsPerson 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: (and its Affiliates and Representatives)i) a merger, on amalgamation, arrangement, liquidation, recapitalization, share exchange or other business combination transaction involving any Acquisition Proposal, terminate all physical and electronic data room access previously granted to any Persons other than Parent and its Affiliates and Representatives in any Acquisition Proposal and use its reasonable best efforts to cause any Persons other than Parent and its Affiliates and Representatives in possession of non-public information in respect of the Company Target Entities; (ii) the issuance or its Subsidiaries that was furnished by acquisition of shares in the capital, or on behalf other equity securities, of any of the Company Target Entities; or its Subsidiaries to return (iii) the sale, lease, exchange or destroy (and confirm destruction of) other disposition of substantially all such information.or any significant portion of any of the Target Entities’ Assets; (b) In in addition to the other obligations under this Section 6.36.02, the Company Vendors shall promptly (and and, in any event event, within 24 hours two Business Days after receipt thereof by the Company, any Stockholder such Vendor or their respective its Representatives) advise Parent Purchaser orally and in writing of any any: (i) Acquisition Proposal, any request for information on with respect to any Acquisition Proposal, Proposal or any inquiry on with respect to or which could reasonably be expected to result in an Acquisition Proposal, and ; (ii) the material terms and conditions of such request, Acquisition Proposal or inquiry, ; and (iii) the identity of the Person making the same. Without limiting ; and (c) the generality Vendors agree that the rights and remedies for non-compliance with this Section 6.02 shall include having such provision specifically enforced by any court of the foregoingcompetent equitable jurisdiction, it is understood being acknowledged and agreed that any such breach of the restrictions set forth in this Section 6.3 by any director or officer of the Company or any of its Subsidiaries or by any other Representative of the Company or its Subsidiaries acting at the Company’s or its Subsidiaries’ direction threatened breach shall be deemed cause irreparable injury to constitute a breach of this Section 6.3 by the CompanyPurchaser and that monetary damages would not provide an adequate remedy for Purchaser.

No Solicitation of Other Bids. (a) During Subject to the Interim Periodlast sentence of this Section 7.18, the Company shall Seller will not, and shall will not authorize or permit any of its Affiliates (including the StockholdersAcquired Company Group) or any of its or their Representatives to, directly or indirectly, (ia) solicit forencourage, solicit, initiate, facilitate, consider, submit or continue inquiries for regarding an Acquisition Proposal or participate in any negotiations or discussions with, or furnish any assistance or non-public information to, any Person or group of Persons regarding any Acquisition Proposal; (iib) enter into discussions or negotiations with, or provide any information to, with any Person for concerning a possible Acquisition Proposal; or (iiic) enter into any agreements agreements, understandings or other instruments (instruments, whether written or not binding) for oral, to effect an Acquisition Proposal. Immediately following the execution of this Agreement, the Company shallSeller will immediately cease and cause to be terminated, and shall direct each of their respective will cause its Affiliates and all of its and their Representatives toto immediately cease and cause to be terminated, terminate any all existing discussions or negotiations with any PersonsPersons 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 Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, membership interest exchange or other business combination transaction involving any Acquired Company Group Member; (ii) a sale, disposition or transfer of all or any Equity Interests in any Acquired Company Group Member, including the Acquired Company Interests, or the issuance or acquisition of membership interests or other equity securities in any Acquired Company Group Member; (iii) the sale, lease, exchange or other disposition of any material portion of the assets or properties of the Acquired Company Group, including their assets or properties, (iv) any financing transaction with respect to the Acquired Company Group of any kind, other than Parent routine lending arrangements in the ordinary course of business or as otherwise expressly required under the terms of this Agreement in connection with the consummation of the transactions contemplated herein or (v) any other transaction that would require the Parties to abandon the transactions contemplated by this Agreement. Seller acknowledges that the breach or threatened breach of any of the agreements applicable to it contained in this Section 7.18 could give rise to irreparable injury to the Acquired Company Group and Buyer and that the value of the transaction contemplated hereby to Buyer would be diminished, each of which might be inadequately compensable in monetary damages. Accordingly, Buyer may seek (A) equitable relief, including injunctive relief and specific performance, and (B) any other legal remedies which may be available under the terms of this Agreement, including, without limitation, recovery of all attorneys’ fees and costs incurred by Buyer in obtaining relief from Seller’s breach or threatened breach, and Buyer may pursue any remedy available hereunder concurrently or consecutively in any order as to any breach, violation, or threatened breach or violation, and the pursuit of one such remedy at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedy. Notwithstanding the foregoing, if the HSR Approval has not been obtained prior to April 30, 2024, Seller and its Affiliates and Representatives), on any Acquisition Proposal, terminate all physical and electronic data room access previously granted to any Persons other than Parent and its Affiliates and Representatives in any Acquisition Proposal and use its reasonable best efforts to cause any Persons other than Parent and its Affiliates and Representatives in possession of non-public information in respect of the Company or its Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries to return or destroy (and confirm destruction of) all such information. (b) In addition to the other shall have no obligations under this Section 6.37.18 thereafter, the Company shall promptly (and Seller and/or any of Seller’s Affiliates may take any action in any event within 24 hours after receipt thereof by the Company, any Stockholder or their respective Representatives) advise Parent respect of any Acquisition Proposal, any request for information on any Acquisition Proposal, or any inquiry on an Acquisition Proposal, and including (without limitation) the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. Without limiting the generality of the foregoing, it is understood that any breach of the restrictions actions set forth in this Section 6.3 by any director or officer of the Company or any of its Subsidiaries or by any other Representative of the Company or its Subsidiaries acting at the Company’s or its Subsidiaries’ direction shall be deemed to constitute a breach of this Section 6.3 by the Companyclauses (a) and (b) above.

No Solicitation of Other Bids. (a) During From the Interim Perioddate hereof until the earlier of the Closing Date or termination of this Agreement in accordance with Article XI, the Company Seller shall not, and shall not authorize or permit any of its Affiliates (including the StockholdersCompany Entities) or any of its or their Representatives to, directly or indirectly, (i) solicit forknowingly encourage, initiatesolicit, initiate or continue knowingly facilitate inquiries for (including any continuing inquiries) regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person for concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) for regarding an Acquisition Proposal. Immediately following the execution of this Agreement, the Company shallSeller shall immediately cease and cause to be terminated, and shall direct each cause its Affiliates (including the Company Entities) and all of its and their respective Affiliates Representatives to immediately cease and Representatives tocause to be terminated, terminate any all existing discussions or negotiations with any Persons, other than Parent (and its Affiliates and Representatives), on any Acquisition Proposal, terminate all physical and electronic data room access previously granted to any Persons other than Parent and its Affiliates and Representatives in any Acquisition Proposal and use its reasonable best efforts to cause any Persons other than Parent and its Affiliates and Representatives in possession of non-public information in conducted heretofore with respect of the Company or its Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries to return or destroy (and confirm destruction of) all such information. (b) In addition to the other obligations under this Section 6.3, the Company shall promptly (and in any event within 24 hours after receipt thereof by the Company, any Stockholder or their respective Representatives) advise Parent of any Acquisition Proposal, any request for information on any Acquisition Proposalto, or any inquiry on that would reasonably be expected to lead to, an Acquisition Proposal. For purposes hereof, and the material terms and conditions of such request, “Acquisition Proposal Proposal” shall mean any proposal or inquiry, and the identity of the offer from any Person making the same. Without limiting the generality of the foregoing, it is understood that any breach of the restrictions set forth in this Section 6.3 by any director or officer of the Company (other than Buyer or any of its Subsidiaries Affiliates) relating to any transaction or by any series of related transactions that, if consummated, would result in: (A) a merger, consolidation, recapitalization, share exchange or other Representative business combination transaction involving the Company Entities, the business of which constitutes 20% or more of the net revenues, net income or fair market value of the assets of the Company Entities, taken as a whole; (B) a merger, consolidation, recapitalization, share exchange or its Subsidiaries acting at other similar business combination transaction involving the Company Entities, pursuant to which the shareholders of Seller immediately preceding such transaction hold (directly or indirectly) less than 80% of the equity interests in the surviving or resulting entity of such transaction; (C) the issuance or acquisition of shares of capital stock or other equity securities of Seller or the Company representing 20% or more of the votes associated with the outstanding equity securities of Seller or the Company’s ; (D) any liquidation or its Subsidiariesdissolution involving the Company Entities, the business of which constitutes 20% or more of the net revenues, net income or fair market value of the assets of the Company Entities, taken as a whole or (E) the sale, lease, exchange or other disposition (in each case, directly or indirectly) of the Company Entities’ direction shall be deemed to constitute properties or assets which constitutes 20% or more of the fair market value of the assets of the Company Entities, taken as a breach of this Section 6.3 by the Companywhole.

No Solicitation of Other Bids. (a) During From the Interim Perioddate hereof through the Closing Date, the Company each Seller shall not, and shall not authorize or permit any of its respective Affiliates (including the Stockholders) or any of its or their respective Representatives to, directly or indirectly, (i) solicit forencourage, solicit, initiate, facilitate or continue inquiries for regarding an Acquisition Proposal; (ii) enter into or participate in inquiries, discussions or negotiations with, or provide any information to, any Person for concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) for regarding an Acquisition Proposal. Immediately following the execution of this Agreement, the Company shallEach Seller shall immediately cease and cause to be terminated, and shall direct each cause their Affiliates and all of its and their respective Affiliates Representatives to immediately cease and Representatives tocause to be terminated, terminate any all existing activities, discussions or negotiations with any PersonsPersons conducted heretofore with respect to, other than Parent (and its Affiliates and Representatives)or that could lead to, on any an Acquisition Proposal, terminate . Each Seller will promptly request all physical and electronic data room access previously granted to any Persons other than Parent and its Affiliates and Representatives who have heretofore executed a confidentiality agreement in connection with such Persons’ consideration of any Acquisition Proposal and use its reasonable best efforts to cause any return or destroy all confidential information heretofore furnished to such Persons other than Parent and its Affiliates and Representatives in possession of non-public information in respect of the Company or its Subsidiaries that was furnished by or on behalf of such Seller or any Affiliate of any thereof, will enforce all obligations under such confidentiality agreements and will provide to the Company Buyer copies of certificates from such Persons certifying the return or destruction of such confidential information. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than the Buyer or any of its Affiliates or Representatives) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of the Business Subsidiary (or its Subsidiaries to return capital stock) or destroy (and confirm destruction of) all such information. (b) or any portion of the Business or the Acquired Assets. In addition to the other obligations under this Section 6.34.7, the Company each Seller shall promptly (and in any event within 24 hours three business days after receipt thereof by the Company, any Stockholder such Seller or their respective Representatives) advise Parent the Buyer orally and in writing of any Acquisition Proposal, any request for information on with respect to any Acquisition Proposal, or any inquiry on with respect to or which could reasonably be expected to result in an Acquisition Proposal, and the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. Without limiting the generality of the foregoing, it is understood that any breach of the restrictions set forth in this Section 6.3 by any director or officer of the Company or any of its Subsidiaries or by any other Representative of the Company or its Subsidiaries acting at the Company’s or its Subsidiaries’ direction shall be deemed to constitute a breach of this Section 6.3 by the Company.

No Solicitation of Other Bids. (a) During For the Interim Period30-day period following the date of this Agreement, the Company Seller shall not, and shall not authorize or permit any of its Affiliates (including the Stockholders) or any of its or their Representatives to, directly or indirectly, (i) solicit forencourage, solicit, initiate, facilitate or continue inquiries for regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person for concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) for regarding an Acquisition Proposal; provided, however, that nothing contained in this sentence shall preclude Seller from complying with its reporting obligations under applicable securities laws. Immediately following the execution of this Agreement, the Company shallSeller shall immediately cease and cause to be terminated, and shall direct each of their respective cause its Affiliates and all of its and their Representatives to, terminate any to immediately cease and cause to be terminated all existing discussions or negotiations with any Persons, other than Parent (and its Affiliates and Representatives), on any Acquisition Proposal, terminate all physical and electronic data room access previously granted to any Persons other than Parent and its Affiliates and Representatives in any Acquisition Proposal and use its reasonable best efforts to cause any Persons other than Parent and its Affiliates and Representatives in possession of non-public information in conducted heretofore with respect of the Company or its Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries to return or destroy (and confirm destruction of) all such information. (b) In addition to the other obligations under this Section 6.3, the Company shall promptly (and in any event within 24 hours after receipt thereof by the Company, any Stockholder or their respective Representatives) advise Parent of any Acquisition Proposal, any request for information on any Acquisition Proposalto, or any inquiry on that could lead to, an Acquisition Proposal. For purposes hereof, “Alternative Transaction” means any (i) direct or indirect acquisition of assets of the Business equal to 20% or more of the fair market value of the combined assets of the Business or to which 20% or more of net revenues or net income on a combined basis of the Business are attributable, (ii) direct or indirect acquisition of 20% or more of the voting equity interests of any Company Group Member, (iii) tender offer or exchange offer that if consummated would result in any person beneficially owning 20% or more of the voting equity interests of any Company Group Member, or (iv) merger, consolidation, other business combination or similar transaction involving the Business or any Company Group Member, pursuant to which such person would own 20% or more of the combined assets, net revenues or net income of the Business, taken as a whole; in all cases of clauses (i)-(iv) where such transaction is to be entered into with any person or group of persons other than Buyer and the material terms and conditions of such requestits Affiliates. For purposes hereof, “Acquisition Proposal or Proposal” means any inquiry, and the identity of the proposal or offer from any Person making the same. Without limiting the generality of the foregoing, it is understood that any breach of the restrictions set forth in this Section 6.3 by any director or officer of the Company (other than Buyer or any of its Subsidiaries or by Affiliates) relating to any other Representative Alternative Transaction. It is agreed that the sale of the Company capital stock of Seller, any equity interest in Seller or its Subsidiaries acting at the Company’s or its Subsidiaries’ direction assets and business as a whole shall not be deemed to constitute a breach be an Alternative Transaction. Notwithstanding anything to the contrary contained herein, nothing shall prohibit or limit the transfer of this Excluded Assets prior to the Closing or limit in any manner Seller’s ability to take any actions expressly contemplated by Article II and Section 6.3 by the Company7.4.

No Solicitation of Other Bids. (a) During 5.5.1 Following receipt of the Interim PeriodStockholders Consent, until the earlier of the Effective Time and the valid termination of this Agreement, the Company shall not, and shall not authorize or permit any of its Affiliates (including the Stockholders) or any of its or their Representatives to, directly or indirectly, (i) solicit forencourage, solicit, initiate, knowingly facilitate or continue inquiries for regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person for concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) for regarding an Acquisition Proposal. Immediately following the execution of this Agreement, the The Company shallshall immediately cease and cause to be terminated, and shall direct each of their respective cause its Affiliates and all of its and their Representatives toto immediately cease and cause to be terminated, terminate any all existing discussions or negotiations with any PersonsPersons conducted heretofore with respect to, or that that would reasonably be expected to 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 (and i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Affiliates and Representatives), on any Acquisition Proposal, terminate all physical and electronic data room access previously granted to any Persons Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other than Parent and its Affiliates and Representatives in any Acquisition Proposal and use its reasonable best efforts to cause any Persons other than Parent and its Affiliates and Representatives in possession of non-public information in respect equity securities of the Company or any of its Subsidiaries that was furnished by other in connection with the exercise of outstanding Options or on behalf Company Warrants effective prior to the Effective Time; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company Company’s or any of its Subsidiaries to return Subsidiaries’ respective properties or destroy (and confirm destruction of) all such informationassets, other than in the Ordinary Course of Business. (b) 5.5.2 In addition to the other obligations under this Section 6.35.5, the Company shall promptly (and in any event within 24 hours three (3) Business Days after receipt thereof by the Company, any Stockholder Company or their respective its Representatives) advise Parent Buyer orally and in writing of any Acquisition Proposal, any request for information on with respect to any Acquisition Proposal, or any inquiry on with respect to or which could reasonably be expected to result in an Acquisition Proposal, and the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. Without limiting . 5.5.3 The Company agrees that the generality of the foregoingrights and remedies for noncompliance with this Section 5.5 shall include having such provision specifically enforced by any court having competent jurisdiction, it is understood being acknowledged and agreed that any such breach of the restrictions set forth in this Section 6.3 by any director or officer of the Company or any of its Subsidiaries or by any other Representative of the Company or its Subsidiaries acting at the Company’s or its Subsidiaries’ direction threatened breach shall be deemed cause irreparable injury to constitute a breach of this Section 6.3 by the CompanyBuyer and that money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) During the Interim Period, Neither the Company nor Seller shall, nor shall not, and shall not they authorize or permit any of its Affiliates (including the Stockholders) CHUHC Subsidiaries or any of its or their Representatives or Community Health Systems, Inc. to, directly or indirectly, (i) solicit forencourage, solicit, initiate, facilitate or continue inquiries for regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person for concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) for regarding an Acquisition Proposal. Immediately following the execution of this Agreement, the The Company shalland Seller shall immediately cease and cause to be terminated, and shall direct each of their respective cause its Affiliates and all of its and their Representatives toand Community Health Systems, terminate any Inc. to immediately cease and cause to be terminated, all existing discussions or negotiations with any PersonsPersons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes of this Section, an "Acquisition Proposal" shall mean any inquiry, proposal or offer from any Person (other than Parent Purchaser or any of its Affiliates) concerning (and its Affiliates and Representatives)i) a merger, on any Acquisition Proposalconsolidation, terminate all physical and electronic data room access previously granted to any Persons liquidation, recapitalization, share exchange or other than Parent and its Affiliates and Representatives in any Acquisition Proposal and use its reasonable best efforts to cause any Persons business combination transaction involving the Company or the CHUHC Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other than Parent and its Affiliates and Representatives in possession of non-public information in respect equity securities of the Company or its Subsidiaries that was furnished by the CHUHC Subsidiaries; or on behalf (iii) the sale, lease, exchange or other disposition of any significant portion of the Company Company's or its the CHUHC Subsidiaries to return properties or destroy (and confirm destruction of) all such informationassets. (b) In addition to The Company and Seller agree that the other obligations under rights and remedies for noncompliance with this Section 6.3, the Company shall promptly (and in include having such provision specifically enforced by any event within 24 hours after receipt thereof by the Company, any Stockholder or their respective Representatives) advise Parent of any Acquisition Proposal, any request for information on any Acquisition Proposal, or any inquiry on an Acquisition Proposal, and the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. Without limiting the generality of the foregoingcourt having equity jurisdiction, it is understood being acknowledged and agreed that any such breach of the restrictions set forth in this Section 6.3 by any director or officer of the Company or any of its Subsidiaries or by any other Representative of the Company or its Subsidiaries acting at the Company’s or its Subsidiaries’ direction threatened breach shall be deemed cause irreparable injury to constitute a breach of this Section 6.3 by the CompanyPurchaser and that money damages would not provide an adequate remedy to Purchaser.

No Solicitation of Other Bids. (a) During the Interim Period, the Company Seller and Shareholders shall not, and shall not authorize or permit any of its Affiliates (including the StockholdersTarget Companies) or any of its or their Representatives to, directly or indirectly, (i) solicit forencourage, solicit, initiate, facilitate or continue inquiries for regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person for concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) for regarding an Acquisition Proposal. Immediately following the execution of this Agreement, the Company shallEach Shareholder and Seller shall immediately cease and cause to be terminated, and shall direct each cause its Affiliates (including the Target Companies) and all of its and their respective Affiliates Representatives to immediately cease and Representatives tocause to be terminated, terminate any all existing discussions or negotiations with any PersonsPersons 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 (and its Affiliates and Representatives)A) a merger, on consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any Acquisition ProposalTarget Company; (B) the issuance or acquisition of shares of capital stock or other equity securities of any Target Company; or (C) the sale, terminate all physical and electronic data room access previously granted to lease, exchange or other disposition of any Persons other than Parent and its Affiliates and Representatives in any Acquisition Proposal and use its reasonable best efforts to cause any Persons other than Parent and its Affiliates and Representatives in possession of non-public information in respect significant portion of the Company Target Companies' properties or its Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries to return or destroy (and confirm destruction of) all such informationassets. (b) In addition to the other obligations under this Section 6.35.03, the Company Major Shareholders shall promptly (and in any event within 24 hours three (3) Business Days after receipt thereof by the Company, any Stockholder a Major Shareholder or their respective its Representatives) advise Parent Buyer orally and in writing of any Acquisition Proposal, any request for information on with respect to any Acquisition Proposal, or any inquiry on with respect to or which could reasonably be expected to result in an Acquisition Proposal, and the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. Without limiting . (c) Seller and Shareholders agree that the generality of the foregoingrights and remedies for noncompliance with this Section 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it is understood being acknowledged and agreed that any such breach of the restrictions set forth in this Section 6.3 by any director or officer of the Company or any of its Subsidiaries or by any other Representative of the Company or its Subsidiaries acting at the Company’s or its Subsidiaries’ direction threatened breach shall be deemed cause irreparable injury to constitute a breach of this Section 6.3 by the CompanyBuyer and that money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) During the Interim Period, the Company shall notNeither PubCo nor any of Sellers shall, and shall not authorize or permit any of its their respective Affiliates (including the StockholdersCompany) or any of its or their Representatives to, directly or indirectly, (i) solicit forencourage, solicit, initiate, facilitate or continue inquiries for regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person for concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) for regarding an Acquisition Proposal. Immediately following the execution of this Agreement, the Company shallPubCo and Sellers shall immediately cease and cause to be terminated, and shall direct each of cause their respective Affiliates (including the Company) and all of its and their respective Representatives toto immediately cease and cause to be terminated, terminate any all existing discussions or negotiations with any PersonsPersons conducted heretofore with respect to, other than Parent (and its Affiliates and Representatives)or that could lead to, on any an Acquisition Proposal. For purposes hereof, terminate all physical and electronic data room access previously granted to “Acquisition Proposal” shall mean any Persons inquiry, proposal or offer from any Person concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other than Parent and its Affiliates and Representatives in any Acquisition Proposal and use its reasonable best efforts to cause any Persons other than Parent and its Affiliates and Representatives in possession of non-public information in respect of business combination transaction involving the Company either PubCo or its Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries to return or destroy (and confirm destruction of) all such information. (b) In addition to the other obligations under this Section 6.3, the Company shall promptly (and in any event within 24 hours after receipt thereof by the Company, any Stockholder respectively; (ii) the issuance or their respective Representatives) advise Parent acquisition of shares of capital stock or other equity securities of PubCo, or the Company, respectively, pursuant to which such third-party purchaser directly or indirectly acquires beneficial or record ownership of securities representing more than 50% of the outstanding securities of any Acquisition Proposalclass of voting securities of a party; (iii) the sale, lease, exchange or other disposition of any request for information on any Acquisition Proposal, significant portion of PubCo’s or any inquiry on an Acquisition Proposal, and the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. Without limiting the generality of the foregoing, it is understood that any breach of the restrictions set forth in this Section 6.3 by any director or officer of the Company or any of its Subsidiaries or by any other Representative of the Company or its Subsidiaries acting at the Company’s properties or its Subsidiaries’ direction shall be deemed to constitute a breach assets, respectively; or (iv) the sale, exchange or other disposition of this Section 6.3 any of the AMPX shares owned by the Company.

No Solicitation of Other Bids. (a) During the Interim Period, the The Company shall not, and shall not authorize or permit any of its Affiliates (including the Stockholders) or any of its or their Representatives to, directly or indirectly, (i) solicit forencourage, solicit, initiate, facilitate or continue inquiries for regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person for concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) for regarding an Acquisition Proposal. Immediately following the execution of this Agreement, the Company shallSeller shall immediately cease and cause to be terminated, and shall direct each of their respective cause its Affiliates and all of its and their Representatives toto immediately cease and cause to be terminated, terminate any all existing discussions or negotiations with any PersonsPersons conducted 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 Parent (and EMCORE or any of its Affiliates and Representatives)Affiliates) relating primarily to the direct or indirect disposition, on whether by sale, merger or otherwise, of all or any Acquisition Proposal, terminate all physical and electronic data room access previously granted to any Persons other than Parent and its Affiliates and Representatives in any Acquisition Proposal and use its reasonable best efforts to cause any Persons other than Parent and its Affiliates and Representatives in possession of non-public information in respect portion of the Company Business or its Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries to return or destroy (and confirm destruction of) all such information.Transferred Assets; (b) In addition to the other obligations under this Section 6.37.12, the Company shall promptly (and in any event within 24 hours three Business Days after receipt thereof by the Company, any Stockholder Company or their respective its Representatives) advise Parent Buyer orally and in writing of any Acquisition Proposal, any request for information on with respect to any Acquisition Proposal, or any inquiry on with respect to or which could reasonably be expected to result in an Acquisition Proposal, and the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. Without limiting ; and (c) The Company agrees that the generality of the foregoingrights and remedies for noncompliance with this Section 7.12 shall include having such provision specifically enforced by any court having equity jurisdiction, it is understood being acknowledged and agreed that any such breach of the restrictions set forth in this Section 6.3 by any director or officer of the Company or any of its Subsidiaries or by any other Representative of the Company or its Subsidiaries acting at the Company’s or its Subsidiaries’ direction threatened breach shall be deemed cause irreparable injury to constitute a breach of this Section 6.3 by the CompanyBuyer and that money damages would not provide an adequate remedy to Buyer.

No Solicitation of Other Bids. (a) During From the Interim Perioddate hereof until the earlier of the Closing Date and the date this Agreement is terminated in accordance with its terms, the Company shall not, and shall not authorize or permit any of its Affiliates (including the Stockholders) or any of its or their Representatives to, directly or indirectly, (i) solicit forencourage, solicit, initiate, facilitate or continue inquiries for regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person for concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) for regarding an Acquisition Proposal. Immediately following the execution of this Agreement, the The Company shallshall immediately cease and cause to be terminated, and shall direct each of their respective cause its Affiliates and all of its and their Representatives toto immediately cease and cause to be terminated, terminate any all existing discussions or negotiations with any PersonsPersons 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 (and its Affiliates and Representatives)i) a merger, on any Acquisition Proposalconsolidation, terminate all physical and electronic data room access previously granted to any Persons liquidation, recapitalization, share exchange or other than Parent and its Affiliates and Representatives in any Acquisition Proposal and use its reasonable best efforts to cause any Persons business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other than Parent and its Affiliates and Representatives in possession of non-public information in respect equity securities of the Company Company; or its Subsidiaries that was furnished by (iii) the sale, lease, exchange or on behalf other disposition of any significant portion of the Company Company’s properties or its Subsidiaries to return or destroy (and confirm destruction of) all such informationassets. (b) In addition to the other obligations under this Section 6.36.8, the Company shall promptly (and in any event within 24 hours three (3) Business Days after receipt thereof by the Company, any Stockholder Company or their respective its Representatives) advise Parent orally and in writing of any Acquisition Proposal, any request for information on with respect to any Acquisition Proposal, or any inquiry on with respect to or which could reasonably be expected to result in an Acquisition Proposal, and the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. Without limiting . (c) Notwithstanding any other provision set forth herein to the generality of contrary, the foregoingCompany agrees that the rights and remedies for noncompliance with this Section 6.8 shall include having such provision specifically enforced by any court having equity jurisdiction, it is understood being acknowledged and agreed that any such breach of the restrictions set forth in this Section 6.3 by any director or officer of the Company or any of its Subsidiaries or by any other Representative of the Company or its Subsidiaries acting at the Company’s or its Subsidiaries’ direction threatened breach shall be deemed cause irreparable injury to constitute a breach of this Section 6.3 by the CompanyParent and that money damages would not provide an adequate remedy to Parent.

No Solicitation of Other Bids. (a) During the Interim Period, the The Company and Parent shall not, and shall not authorize or permit any of its their respective Affiliates (including the Stockholders) or any of its or their Representatives to, directly or indirectly, (i) solicit forencourage, solicit, initiate, facilitate or continue inquiries for regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person for concerning a possible Acquisition Proposal; (iii) except as otherwise required by law, provide any non-public confidential or proprietary information regarding the Company, Parent or any of their Subsidiaries to any Person that would reasonably be expected to encourage or facilitate an Acquisition Proposal; (iv) enter into any agreement that would reasonably be expected to cause the Company, Parent or their Securityholders to abandon, terminate or fail to consummate the Merger; or (iiiv) enter into any agreements or other instruments (whether or not binding) for regarding an Acquisition Proposal. Immediately following the execution of this Agreement, the The Company shalland Parent shall immediately cease and cause to be terminated, and shall direct each of cause their respective Affiliates and all of their Representatives toto immediately cease and cause to be terminated, terminate any all existing discussions or negotiations with any PersonsPersons conducted heretofore with respect to, or that would reasonably be expected lead to, a possible Acquisition Proposal. Notwithstanding the foregoing, that each of the Company, Parent, Merger Sub 1 and Merger Sub 2 hereby acknowledges that prior to the date hereof, the Company, Parent and their respective Affiliates, and their Representatives have provided information relating to Parent, the Company and the Subsidiaries and have afforded access to, and engaged in discussions with, other Persons in connection with Acquisition Proposals and that such information, access, and discussions could reasonably enable another Person to form a basis for an Acquisition Proposal without any breach by Parent and the Company of this Section 5.05. For purposes hereof, “Acquisition Proposal” shall mean (A) with respect to the Company any inquiry, proposal or offer from any Person (other than Parent or any of its Affiliates) concerning (and its Affiliates and Representatives)i) a merger, on any Acquisition Proposalconsolidation, terminate all physical and electronic data room access previously granted to any Persons liquidation, recapitalization, share exchange or other than Parent and its Affiliates and Representatives in any Acquisition Proposal and use its reasonable best efforts to cause any Persons other than Parent and its Affiliates and Representatives in possession business combination transaction involving the Company; (ii) issuance or sale of non-public information in respect 5% or more of the Company or its Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries to return or destroy (and confirm destruction of) all such information. (b) In addition to the other obligations under this Section 6.3, the Company shall promptly (and in any event within 24 hours after receipt thereof by the Company, any Stockholder or their respective Representatives) advise Parent of any Acquisition Proposal, any request for information on any Acquisition Proposal, or any inquiry on an Acquisition Proposal, and the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. Without limiting the generality of the foregoing, it is understood that any breach of the restrictions set forth in this Section 6.3 by any director or officer outstanding equity securities of the Company or any of its Subsidiaries (other than (x) issuances or by sale of equity securities of the Company in connection with a Specified Acquisition or (y) issuances or sale of equity securities of Parent or its Affiliates following the Closing) or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets and (B) with respect to Parent any inquiry, proposal or offer to any Person (other Representative of than the Company or its Subsidiaries acting at the Company’s or its Subsidiaries’ direction shall be deemed to constitute ) concerning a breach of this Section 6.3 by the CompanyBusiness Combination.

No Solicitation of Other Bids. (a) During the Interim Period, the Company Seller shall not, shall cause its Affiliates and shall not authorize or permit any of its Affiliates (including the Stockholders) or any of its or their Representatives respective representatives, directors, officers, employees, agents and stockholders not to, directly or indirectly, (i) solicit forencourage, solicit, initiate, negotiate, accept, discuss, facilitate or continue inquiries for regarding an Acquisition Alternative Proposal; (ii) enter into discussions other than the Buyer to acquire, joint venture or negotiations withfinance all or any part of the Acquired Assets or the capital stock of any corporate entity holding the Acquired Assets, whether by merger, purchase of stock, purchase of assets, tender offers, joint venture agreements, debt financings (or provide any information todebt financing equivalent transactions), any Person for a possible Acquisition equity financings, royalty arrangements or otherwise (an Alternative Proposal); or (iii) provide any non-public information to any third party in connection with an Alternative Proposal or enter into any agreements agreement, arrangement or other instruments (whether understanding requiring it to abandon, terminate or not binding) for an Acquisition Proposalfail to consummate the transactions contemplated herein with the Buyer. Immediately following the execution of this Agreement, the Company shallThe Seller shall immediately cease and cause to be terminated, and shall direct each cause their Affiliates and all of their respective Affiliates representatives to immediately cease and Representatives tocause to be terminated, terminate any all existing discussions or negotiations with any PersonsPersons conducted heretofore with respect to, other than Parent (and its Affiliates and Representatives)or that could reasonably be expected to lead to, on any Acquisition an Alternative Proposal, terminate all physical and electronic data room access previously granted to any Persons other than Parent and its Affiliates and Representatives in any Acquisition Proposal and use its reasonable best efforts to cause any Persons other than Parent and its Affiliates and Representatives in possession of non-public information in respect of the Company or its Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries to return or destroy (and confirm destruction of) all such information. (b) In addition The Seller agrees (on behalf of itself and its Affiliates) that the rights and remedies for noncompliance with this Section 6.9 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 other obligations under this Section 6.3, Buyer and that money damages would not provide an adequate remedy to the Company shall promptly (and in any event within 24 hours after receipt thereof by the Company, any Stockholder or their respective Representatives) advise Parent of any Acquisition Proposal, any request for information on any Acquisition Proposal, or any inquiry on an Acquisition Proposal, and the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. Without limiting the generality of the foregoing, it is understood that any breach of the restrictions set forth in this Section 6.3 by any director or officer of the Company or any of its Subsidiaries or by any other Representative of the Company or its Subsidiaries acting at the Company’s or its Subsidiaries’ direction shall be deemed to constitute a breach of this Section 6.3 by the CompanyBuyer.

No Solicitation of Other Bids. (a) During the Interim Period, the Company shall Seller will not, and shall will not authorize or permit any of its Affiliates (including the StockholdersCompany Group) or any of its or their Representatives to, directly or indirectly, (i) solicit forencourage, solicit, initiate, facilitate, consider, submit or continue inquiries for regarding an Acquisition Proposal or participate in any negotiations or discussions with, or furnish any assistance or non- public information to, any Person or group of Persons regarding any Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, with any Person for concerning a possible Acquisition Proposal; or (iii) enter into any agreements agreements, understandings or other instruments (instruments, whether written or not binding) for oral, to effect an Acquisition Proposal. Immediately following the execution of this Agreement, the Company shallSeller will immediately cease and cause to be terminated, and shall direct each of their respective will cause its Affiliates and all of its and their Representatives toto immediately cease and cause to be terminated, terminate any all existing discussions or negotiations with any Persons, other than Parent (and its Affiliates and Representatives), on any Acquisition Proposal, terminate all physical and electronic data room access previously granted to any Persons other than Parent and its Affiliates and Representatives in any Acquisition Proposal and use its reasonable best efforts to cause any Persons other than Parent and its Affiliates and Representatives in possession of non-public information in conducted heretofore with respect of the Company or its Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries to return or destroy (and confirm destruction of) all such information. (b) In addition to the other obligations under this Section 6.3, the Company shall promptly (and in any event within 24 hours after receipt thereof by the Company, any Stockholder or their respective Representatives) advise Parent of any Acquisition Proposal, any request for information on any Acquisition Proposalto, or any inquiry on that could lead to, an Acquisition Proposal. For purposes hereof, and the material terms and conditions of such request, “Acquisition Proposal or Proposal” will mean any inquiry, and the identity of the proposal or offer from any Person making the same. Without limiting the generality of the foregoing, it is understood that any breach of the restrictions set forth in this Section 6.3 by any director or officer of the Company (other than Buyer or any of its Subsidiaries Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, membership interest exchange or by other business combination transaction involving any Company Group Member; (ii) a sale, disposition or transfer of all or any Equity Interests in any Company Group Member, including the Membership Interests, or the issuance or acquisition of membership interests or other Representative equity securities in any Company Group Member; (iii) the sale, lease, exchange or other disposition of any material portion of the assets or properties of the Company Group, including the Company Assets, (iv) any financing transaction of any kind, other than routine lending arrangements in the ordinary course of business or its Subsidiaries acting at as otherwise expressly required under the Company’s terms of this Agreement in connection with the consummation of the transactions contemplated herein or its Subsidiaries’ direction shall be deemed (v) any other transaction that would require the Parties to constitute a abandon the transactions contemplated by this Agreement. Seller acknowledges that the breach or threatened breach of any of the agreements applicable to it contained in this Section 6.3 by the Company.6.11 could give rise

No Solicitation of Other Bids. (a) During From the Interim Perioddate hereof until the earlier of the Closing and the termination of this Agreement in accordance with Article 8, the Company Seller shall not, and shall not authorize or permit any of its Affiliates (including the Stockholders) or any of its or their his Representatives to, directly or indirectly, indirectly (i) solicit foragree to, approve, recommend, entertain, encourage, solicit, initiate, facilitate, support or continue inquiries for regarding an Acquisition ProposalProposal (as defined below); (ii) enter into discussions or negotiations with, or provide any information to, any Person for concerning a possible Acquisition Proposal; or (iii) enter into any agreements Contract or other instruments instrument (whether or not binding) for regarding an Acquisition ProposalProposal or that could require the Seller to abandon, terminate or fail to consummate the transactions contemplated hereby. Immediately following the execution of this Agreement, the Company shallThe Seller shall immediately cease and cause to be terminated, and shall direct each of their respective Affiliates cause his Representatives to immediately cease and Representatives tocause to be terminated, terminate any all existing activities, discussions or negotiations with any PersonsPersons conducted heretofore with respect to, other than Parent (and its Affiliates and Representatives)or that could lead to, on any an Acquisition Proposal, terminate all physical and electronic data room access previously granted to any Persons other than Parent and its Affiliates and Representatives in any Acquisition Proposal and use its reasonable best efforts to cause any Persons other than Parent and its Affiliates and Representatives in possession of non-public information in respect of the Company or its Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries to return or destroy (and confirm destruction of) all such information. (b) In addition to the other obligations under this Section 6.3For purposes hereof, the Company shall promptly (and in any event within 24 hours after receipt thereof by the Company, any Stockholder or their respective Representatives) advise Parent of any "Acquisition Proposal, " shall mean any request for information on any Acquisition Proposal, or any inquiry on an Acquisition Proposal, and the material terms and conditions of such request, Acquisition Proposal or inquiry, and proposal or offer from any Person (other than the identity of the Person making the same. Without limiting the generality of the foregoing, it is understood that any breach of the restrictions set forth in this Section 6.3 by any director or officer of the Company Purchaser or any of its Subsidiaries Affiliates) concerning (i) any transaction or by arrangement to sell, assign, transfer and/or encumber any of the Shares, (ii) any transaction or arrangement similar in form, substance or purpose to the foregoing transactions or to the transactions contemplated hereby, (iii) any other Representative transaction or arrangement (regardless of the Company form thereof) that would prevent, impede or its Subsidiaries acting at delay the Company’s consummation of the transactions contemplated hereby, or its Subsidiaries’ direction shall be deemed to constitute a breach of this Section 6.3 by (iv) any merger, consolidation, liquidation, recapitalization, share exchange or other business combination affecting the CompanyCorporation and/or the Shares.

No Solicitation of Other Bids. (a) During From the Interim Perioddate hereof through the Closing Date, the Company each Seller shall not, and shall not authorize or permit any of its respective Affiliates (including the Stockholders) or any of its or their respective Representatives to, directly or indirectly, (i) solicit forencourage, solicit, initiate, facilitate or continue inquiries for regarding an Acquisition Proposal; (ii) enter into or participate in inquiries, discussions or negotiations with, or provide any information to, any Person for concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) for regarding an Acquisition Proposal. Immediately following the execution of this Agreement, the Company shallEach Seller shall immediately cease and cause to be terminated, and shall direct each cause their Affiliates and all of its and their respective Affiliates Representatives to immediately cease and Representatives tocause to be terminated, terminate any all existing activities, discussions or negotiations with any PersonsPersons conducted heretofore with respect to, other than Parent (and its Affiliates and Representatives)or that could lead to, on any an Acquisition Proposal, terminate . Each Seller will promptly request all physical and electronic data room access previously granted to any Persons other than Parent and its Affiliates and Representatives who have heretofore executed a confidentiality agreement in connection with such Persons' consideration of any Acquisition Proposal and use its reasonable best efforts to cause any return or destroy all confidential information heretofore furnished to such Persons other than Parent and its Affiliates and Representatives in possession of non-public information in respect of the Company or its Subsidiaries that was furnished by or on behalf of such Seller or any Affiliate of any thereof, will enforce all obligations under such confidentiality agreements and will provide to the Company Buyer copies of certificates from such Persons certifying the return or destruction of such confidential information. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than the Buyer or any of its Affiliates or Representatives) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of the Business Subsidiary (or its Subsidiaries to return capital stock) or destroy (and confirm destruction of) all such information. (b) or any portion of the Business or the Acquired Assets. In addition to the other obligations under this Section 6.34.7, the Company each Seller shall promptly (and in any event within 24 hours three business days after receipt thereof by the Company, any Stockholder such Seller or their respective Representatives) advise Parent the Buyer orally and in writing of any Acquisition Proposal, any request for information on with respect to any Acquisition Proposal, or any inquiry on with respect to or which could reasonably be expected to result in an Acquisition Proposal, and the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. Without limiting the generality of the foregoing, it is understood that any breach of the restrictions set forth in this Section 6.3 by any director or officer of the Company or any of its Subsidiaries or by any other Representative of the Company or its Subsidiaries acting at the Company’s or its Subsidiaries’ direction shall be deemed to constitute a breach of this Section 6.3 by the Company.

No Solicitation of Other Bids. (a) During the Interim Pre Closing Period, no member of the Company shall notTXMD shall, and shall not authorize or permit any of its or their Affiliates (including the Stockholders) or any of its or their Representatives to, directly or indirectly, (i) solicit forsolicit, initiate, facilitate or continue continue, or knowingly encourage, inquiries for regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person for concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) for regarding an Acquisition Proposal. Immediately following Each member of the execution of this Agreement, the Company shallTXMD Group shall immediately cease and cause to be terminated, and shall direct each of their respective cause its Affiliates and all of its and their Representatives toto immediately cease and cause to be terminated, terminate any all existing discussions or negotiations with any PersonsPersons conducted heretofore with respect to, other than Parent (and its Affiliates and Representatives)or that could lead to, on any an Acquisition Proposal, terminate all physical and electronic data room access previously granted to any Persons other than Parent and its Affiliates and Representatives in any Acquisition Proposal and use its reasonable best efforts to cause any Persons other than Parent and its Affiliates and Representatives in possession of non-public information in respect of the Company or its Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries to return or destroy (and confirm destruction of) all such information. (b) In addition to the other obligations under this Section 6.39.4, the Company TXMD shall promptly (and in any event within 24 hours two (2) Business Days after receipt thereof by any member of the Company, any Stockholder TXMD Group or their respective its Representatives) advise Parent Purchaser orally and in writing of any Acquisition Proposal, any request for information on with respect to any Acquisition Proposal, or any inquiry on with respect to or which could reasonably be expected to result in an Acquisition Proposal, and the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. Without limiting . (c) TXMD agrees that the generality of the foregoingrights and remedies for noncompliance with this Section 9.4 shall include having such provision specifically enforced by any court having equity jurisdiction, it is understood being acknowledged and agreed that any such breach of the restrictions set forth in this Section 6.3 by any director or officer of the Company or any of its Subsidiaries or by any other Representative of the Company or its Subsidiaries acting at the Company’s or its Subsidiaries’ direction threatened breach shall be deemed cause irreparable injury to constitute a breach of this Section 6.3 by the CompanyPurchaser and that money damages would not provide an adequate remedy to Purchaser.