Common use of Exclusive Dealing Clause in Contracts

Exclusive Dealing. (a) From and after the date hereof until the earlier of the Effective Time or the Termination Date, if any, the Company shall not take, and shall not permit any of its Subsidiaries, and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transaction. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreement.

Exclusive Dealing. (a) From and after During the period from the date hereof until of this Agreement to the earlier of the Effective Time Closing or the Termination Datetermination of this Agreement in accordance with Article VII (the “Pre-Closing Period”), if anySeller shall not, the Company nor shall not take, and shall not Seller permit any of its SubsidiariesAffiliates (including, for the avoidance of doubt, the Company and its and their respective officersSubsidiaries) or Representatives to, directors directly or employees to takeindirectly (i) initiate, and shall use its reasonable best efforts to cause its Representatives not to takecontinue, follow up on or otherwise participate in any discussions or negotiations regarding, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person with respect to, any action Alternative Proposal, (ii) enter into or approve any Contract with respect to any Alternative Proposal or (iii) solicit, encourage, initiate or engage in discussions or negotiations withknowingly encourage, or provide take any information other action designed or reasonably likely to or enter into any agreement with any Person or facilitate, any inquiries or submission the making of proposals any proposal that constitutes, or offers from any Person (other than Parentcould reasonably be expected to lead to, Merger Sub and/or their respective Affiliates) concerning any Alternative TransactionProposal. The Company During the Pre-Closing Period, Seller shall, and shall cause each its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries Subsidiaries) and Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore prior to or on the date of this Agreement with respect to any Alternative Transaction Proposal. During the Pre-Closing Period, Seller shall, and request from each Person that has executed a confidentiality agreement with shall cause the Company to, promptly (and in connection with any event within five (5) Business Days) notify Buyer after it or any of its Affiliates has received, during the Pre-Closing Period, any proposal, inquiry, offer or request relating to or constituting, or that could reasonably be expected to lead to, an Alternative Transaction Proposal. Such notice to Buyer shall indicate the prompt return or destruction identity of all confidential information previously furnished to the Person making such Person or its representatives proposal and terminate access by each the material terms and conditions of such Person and its representatives to proposal, if any. During the Pre-Closing Period, Seller shall, also as promptly as practicable provide Buyer with (i) a copy of any online written notice or other data rooms containing written communication from any information in respect of Person informing Seller, the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take Affiliates during the Pre-Closing Period that it is considering making, or has made a proposal regarding an Alternative Proposal, (ii) a copy of any action to exempt any Person Alternative Proposal (other than Parent or its Subsidiaries) or any action taken amendment thereof) received by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational DocumentsSeller, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take their respective Affiliates during the Pre-Closing Period and (iii) such other details of any action such Alternative Proposal that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company Buyer may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreementreasonably request.

Exclusive Dealing. (a) From and after During the date hereof until the earlier of the Effective Time or the Termination Date, if anyInterim Period, the Company Sellers shall not take, and shall cause the Company not permit any of its Subsidiaries, and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its not authorize, encourage, permit or instruct any of their Representatives not or any Representatives of the Company to take, directly or indirectly, any action to to: (a) solicit, encourage, initiate or engage in discussions encourage the making, submission or negotiations withannouncement of any indication of interest, inquiry, proposal or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers offer from any Person (other than ParentPurchaser or its Representatives) relating to an Acquisition Transaction; (b) encourage, Merger Sub and/or their respective Affiliatesinitiate, participate in or engage in any discussions, negotiations or other communications regarding an Acquisition Transaction; (c) execute, enter into or become bound by any letter of intent or other Contract with any Person (other than Purchaser or its Representatives) relating to or in connection with an Acquisition Transaction; (d) provide any information to any Person (other than Purchaser or its Representatives) concerning an Acquisition Transaction; or (e) entertain or accept any Alternative proposal or offer from, cooperate in any way with, or facilitate or encourage any effort or attempt by any Person (other than Purchaser or its Representatives) relating to an Acquisition Transaction. The Company Sellers shall, and shall cause each the Company to, and shall instruct their respective Representatives and the Representatives of its Subsidiaries the Company to, immediately cease and cause to be terminated any all existing activitiesdiscussions, discussions or conversations, negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries and other communications with any Persons Person (other than Parent Purchaser and Merger Subits Representatives) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with Acquisition Transaction. Within two (2) Business Days following the date hereof, the Sellers shall, or shall cause the Company or a Representative of the Company to, instruct any such Person to return or destroy all nonpublic information provided to such Person in connection with an Alternative Transaction such Person’s consideration of any Acquisition Proposal in accordance with the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of confidentiality agreements entered into between the Company or and any of its Subsidiariessuch Person. In addition, the Company shall notThe Sellers shall, and shall cause its Subsidiaries and its and their respective Representatives not the Company to, notify Purchaser as soon as practicable in writing of any indication of interest, inquiry, proposal, offer or request for information relating to take an Acquisition Transaction that is received by the Company, any action to exempt any Person Seller or the Sellers’ Representative during the Interim Period, which notice shall include: (other than Parent or its Subsidiariesi) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions a general description of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities nature of the Company Person making or any submitting such indication of its Subsidiariesinterest, inquiry, proposal, offer or otherwise take any action that would render request (i.e., a “strategic buyer,” a “financial buyer,” etc.) and (ii) a summary of the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreementterms and conditions thereof.

Exclusive Dealing. (a) From and after During the period from the date hereof until through the Closing or the earlier termination of the Effective Time or the Termination Date, if anythis Agreement, the Company shall will not take, and shall not permit any of its Subsidiaries, and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, take any action to solicitknowingly initiate, encourage, initiate solicit or engage in discussions or negotiations with, or knowingly provide any information to or enter into any agreement with any Person or facilitateto, any inquiries or submission of proposals or offers from any Person (other than Parent, Parent and Merger Sub and/or and their respective AffiliatesRepresentatives or as contemplated by this Agreement and the other Transaction Documents, including the Backstop Agreements and the Subscription Agreements) concerning any Alternative alternative business combination transaction involving the Company, including any purchase or sale of equity or assets of the Company by any other Person, any purchase or sale of equity or assets of any other Person by the Company, any merger, combination or recapitalization of the Company or any Subsidiary thereof or any merger, combination or recapitalization of any other Person in a transaction to which the Company or any Subsidiary thereof is a party (each such transaction, a “Company Acquisition Transaction”); provided that this Section 4.05 will not apply to the Company in connection with communications to its shareholders related to the transactions contemplated by this Agreement. The Company shallwill, and shall will cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activitiesdiscussions, discussions communications or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons Person (other than Parent and Merger SubSub and their respective Representatives and the Backstop Shareholders with respect to the Backstop Agreements and the PIPE Investors with respect to the PIPE Investment) conducted heretofore with respect to any Alternative Transaction Company Acquisition Transaction. In the event that any unsolicited inquiry is made by a potential party to an Company Acquisition Transaction, whether formal or informal, Company will promptly notify Parent that such contact has occurred and request from each Person that has executed a confidentiality agreement with provide the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect name of the Company or any of its Subsidiaries. In additionPerson who made such contact and if terms were proposed, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreementwhat terms were so proposed.

Exclusive Dealing. (a) From and after During the date hereof until the earlier of the Effective Time or the Termination Date, if anyPre-Closing Period, the Company shall not takeand each Seller shall, and shall not permit any of direct its Subsidiariesrespective Affiliates, and its and their respective officers, directors managers, directors, employees, investment bankers, consultants, representatives and other agents not to, directly or employees indirectly, (i) sell or otherwise transfer the Shares or any other capital stock of the Company, or enter into any agreement to take, and shall use its reasonable best efforts to cause its Representatives not to take, sell or otherwise transfer the Shares or any other capital stock of the Company; (ii) take any action to solicit, encourageinitiate, initiate facilitate, negotiate, accept or discuss, any proposal or offer to acquire all or any portion of the Company or its assets (excluding any sale of assets in the Ordinary Course of Business), whether by merger, consolidation, sale of stock or assets, recapitalization or otherwise (each, an “Acquisition Proposal”); (iii) engage in discussions or negotiations with, or provide with any information third Person with respect to or an Acquisition Proposal; (iv) enter into any agreement or other commitment or otherwise consummate or agree to consummate an Acquisition Proposal; or (v) disclose or provide any nonpublic information relating to the Company (including this Agreement) in connection with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transactionan Acquisition Proposal. The Company Each Seller shall, and shall cause each of the Company and its Subsidiaries agents to, immediately cease and cause to be terminated any existing activitiesall discussions and negotiations, discussions or negotiations by if any, that have taken place prior to the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore date hereof with respect to any Alternative Transaction Acquisition Proposal. The Company and request each Seller shall as promptly as practicable (and in no event later than two Business Days after receipt thereof), advise Buyer of any inquiry received by it after the date hereof relating to any potential Acquisition Proposal and of the material terms of any such proposal or inquiry, including the identity of the Person and its affiliates making the same, that it may receive in respect of any such potential Acquisition Proposal, or of any information requested from each Person that has executed a confidentiality agreement such Party or of any negotiations or discussions being sought to be initiated with the Company it in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to any such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the Company shall notproposal, and such Party shall cause its Subsidiaries and its and their respective Representatives not furnish to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by Buyer a copy of any such Person from any state takeover statute proposal or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent inquiry and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement shall keep Buyer fully informed on a prompt basis with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding developments with respect to the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreement.

Exclusive Dealing. (a) From and after During the period from the date hereof of this Agreement until the earlier of the Effective Time Closing Date or the Termination Date, if anytermination of this Agreement in accordance with its terms, the Company shall not take, and nor shall not it permit any of its Subsidiariesdirect and indirect equityholders and other Affiliates, and its and their respective partners, officers, directors directors, employees, representatives, consultants, financial advisors, attorneys, accountants or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to other agents to: (i) solicit, encourage, initiate discussions or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate(which shall include for the purposes of this Section 6.6 a group as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, any inquiries or submission of proposals or offers from any Person as amended) (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transaction. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or whether such negotiations are initiated by the Company, an Affiliate, a third party or otherwise), other than Buyer or its Affiliates, relating to the possible direct or indirect acquisition of any Subsidiary portion of the equity or material portion of the assets of Seller or any Group Company (whether by way of merger, purchase of equity, purchase of assets, loan or otherwise) or a refinancing or recapitalization of the Company (an “Acquisition Transaction”); (ii) provide information or documentation with respect to the Company to, or otherwise cooperate with, any Representative Person, other than Buyer or its Affiliates or its or their representatives, relating to an Acquisition Transaction; or (iii) enter into any definitive agreement with any Person, other than Buyer or its Affiliates effecting an Acquisition Transaction; provided, however, that Buyer hereby acknowledges that prior to the date of this Agreement, the Company has provided information relating to the Group Companies and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such prior provision of information, access and discussions shall not constitute a breach by the Company of this Section 6.6 so long as none of the Company or its Subsidiaries with Affiliates, partners, officers, directors, employees, representatives, consultants, financial advisors, attorneys, accountants or agents provides any further information or access to, or engages in further discussions with, such Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with following the Company date of this Agreement in connection with an Alternative Transaction a proposed Acquisition Transaction; provided that nothing in the prompt return foregoing sentence shall limit or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives prohibit responding to any online telephone calls or other data rooms containing any information in respect similar inquiries from third parties regarding a possible Acquisition Transaction solely to inform them of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided applicable restrictions included in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreement.

Exclusive Dealing. (a) From and after the date hereof of this Agreement until the earlier of the Effective Time Closing or the Termination Date, if anytermination of this Agreement in accordance with its terms, the Company shall not takenot, and shall not permit any of its Subsidiaries, cause the other Group Companies and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to taketo, directly or indirectly: (i) solicit, initiate, or knowingly encourage (including by means of furnishing or disclosing information) or facilitate, discuss or negotiate, directly or indirectly, any action inquiry, proposal or offer (written or oral) that constitutes, or could reasonably be expected to solicitlead to, encourage, initiate a Company Acquisition Proposal; (ii) furnish or engage disclose any non-public information relating to the Group Companies to any Person in discussions or negotiations connection with, or provide any information that could reasonably be expected to or lead to, a Company Acquisition Proposal; (iii) enter into any agreement Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor of any Group Company), including filing, amending or supplementing any registration statement relating to a public offering of any Equity Securities of any Group Company (or any successor of any Group Company), or causing any such registration statement to become effective; or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or facilitate, seek to do any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transactionthe foregoing. The Company shallagrees to (A) notify MEOA promptly (and in any event within two Business Days) upon receipt of any Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep MEOA reasonably informed on a current basis of any modifications to such offer or information. The Company shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger SubMEOA) conducted heretofore with respect prior to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with or as of the date hereof by the Company in connection with an Alternative Transaction or any of its Subsidiaries, and will cause the prompt return other Group Companies and its and their respective Representatives to cease and cause to be terminated any and all existing activities, discussions or destruction of all confidential information previously furnished negotiations, that would reasonably be expected to such Person or its representatives lead to a Company Acquisition Proposal, and shall, as promptly as practicable, terminate access by each such Person and its representatives Representatives to any online or other data rooms containing any non-public information in respect of the Company or any of its SubsidiariesSubsidiaries for the purpose of permitting such Persons to evaluate a potential Company Acquisition Proposal. In additionFor clarity, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action actions taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational DocumentsRepresentatives of the Group Companies that are inconsistent with this Section 5.6(a) will be deemed to be a breach of this Section 5.6(a) by the Group Companies. For the avoidance of doubt, nothing set forth in this or any other section of this Agreement shall, or except with respect to Parent and its Affiliatesshall be deemed to, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of prohibit the Company from pursuing discussions with potential acquisition candidates or any of its Subsidiaries, or otherwise take any action consummating transactions with such candidates provided that would render the provisions thereof ineffective. Notwithstanding the foregoing, the no such transaction constitutes a Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this AgreementAcquisition Proposal.

Exclusive Dealing. (a) From and after During the date hereof until the earlier of the Effective Time or the Termination DateInterim Period, if any, neither the Company nor the Sellers shall not take, and shall not permit any of its Subsidiaries, and its and cause their respective Affiliates, officers, directors directors, executive employees, representatives, consultants, financial advisors, attorneys, accountants or employees to take, and shall use its reasonable best efforts to cause its Representatives other agents not to take, any action to solicit, knowingly encourage, initiate or engage in discussions or negotiations with, or provide any non-public information to or enter into any agreement or arrangement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub Purchaser and/or their its respective Affiliates, officers, directors, employees, representatives, consultants, financial advisors, financing sources, attorneys, accountants and other agents) concerning any Alternative Transaction. The Company shall, and shall cause each purchase of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations by of the Company’s equity securities or any merger, any Subsidiary sale of assets outside of the Company or any Representative ordinary course of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality business or similar agreement with respect transaction involving or relating to any equity or debt securities of the Company or any of its Subsidiaries, other than assets sold in the ordinary course of business (each such acquisition transaction, an “Acquisition Transaction”), and the Sellers and the Company and their respective Affiliates, officers, directors, executive employees, representatives, consultants, financial advisors, attorneys, accountants and other agents, shall immediately cease and cause to be terminated all existing discussions, negotiations and other communications with any Person conducted heretofore with respect to any such Acquisition Transaction; provided that Purchaser hereby acknowledges that prior to the date of this Agreement, the Sellers and the Company have provided information relating to the Company and have afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for an Acquisition Transaction without any breach by the Seller or otherwise take any action that would render the provisions thereof ineffectiveCompany of this Section 6.4. Notwithstanding the foregoing, the Sellers and the Company may respond to any unsolicited proposal regarding an Alternative Acquisition Transaction by indicating that the Sellers and the Company is are subject to a definitive an exclusivity agreement regarding a transaction and, except as provided in such definitive agreement, is and are unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Acquisition Transaction for as long as such definitive agreement this Agreement remains in effect. Except as expressly permitted by If any director or officer of the Company takes any action that the Company is obligated pursuant to this Section 5.46.4 to cause such Person not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.4. The Company shall, as promptly as reasonably practicable after obtaining knowledge thereof (and in no event shall the Company endorselater than one (1) day after obtaining such knowledge), recommend, make a public statement or support in notify Purchaser if any manner any Alternative Person has made an Acquisition Transaction, other than including the transactions contemplated terms and conditions of such Acquisition Transaction (unless disclosure of such terms and conditions is prohibited by this Agreementa confidentiality agreement executed prior to the date hereof).

Exclusive Dealing. (a) From and after Between the date hereof until and the earlier of the Effective Time or the Termination Closing Date, if any, the Company Seller Parties shall not take, and shall cause the other Target Companies not permit any of its Subsidiaries, and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its not authorize, encourage, permit or instruct any of their Representatives not or any Representatives of any other Target Company to take, directly or indirectly, any action to to: (a) solicit, encourage, initiate or engage in discussions encourage the making, submission or negotiations withannouncement of any indication of interest, inquiry, proposal or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers offer from any Person (other than Parentany Buyer or its Representatives) relating to an Acquisition Transaction; (b) encourage, Merger Sub and/or their respective Affiliatesinitiate, participate in or engage in any discussions, negotiations or other communications regarding an Acquisition Transaction; (c) execute, enter into or become bound by any letter of intent or other Contract with any Person (other than any Buyer or its Representatives) relating to or in connection with an Acquisition Transaction; (d) provide any information to any Person (other than any Buyer or its Representatives) concerning an Acquisition Transaction; or (e) cooperate with, or facilitate or encourage any Alternative effort or attempt by any Person (other than any Buyer or its Representatives) relating to an Acquisition Transaction. The Company Seller Parties shall, and shall cause each the other Target Companies to, and shall instruct their respective Representatives and the Representatives of its Subsidiaries the other Target Companies to, immediately cease and cause to be terminated any all existing activitiesdiscussions, discussions or conversations, negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries and other communications with any Persons Person (other than Parent any Buyer and Merger Subits Representatives) conducted heretofore with respect to any Alternative Transaction and request from each Acquisition Transaction. Within two Business Days following the date hereof, the Seller Parties shall, or shall cause a Representative of the Seller Parties to, instruct any such Person that has executed a confidentiality agreement with the Company to return or destroy all nonpublic information provided to such Person in connection with such Person’s consideration of any Acquisition Transaction in accordance with the confidentiality agreements entered into between the applicable Seller Party and any such Person. The Sellers’ Representative shall promptly (but in any event within forty-eight (48) hours of receipt thereof) notify US Buyer of any indication of interest, inquiry, proposal, offer or request for information relating to an Alternative Acquisition Transaction that is received by any Seller Party or any other Target Company between the prompt return date hereof and the Closing Date, which notice shall include the identity of the Person making or destruction submitting such indication of all confidential information previously furnished interest, inquiry, proposal, offer or request, and the terms and conditions thereof. Notwithstanding anything to such Person the contrary herein, nothing in this Section 7.20 shall in any way limit the ability of any Seller or its representatives Affiliates and terminate access by each Representatives to (i) take any action to solicit, initiate or encourage any proposal relating to the business of such Person and its representatives to any online or Seller other data rooms containing any information in respect of than the Business, the Company or any of its Subsidiaries. In additionother Target Company (an “Other Proposal”), the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent ii) engage in negotiations or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documentsdiscussions, or except with respect enter into any agreement or understanding, relating to Parent and its Affiliatesany Other Proposal, grant (iii) provide or disclose any waiver or release underinformation relating to any Seller, or terminateafford access to the employees, amend properties, books, contracts or otherwise modify records of any standstillSeller, confidentiality or similar agreement with respect to any equity person or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond entity relating to any unsolicited proposal regarding an Alternative Transaction by indicating that Other Proposal or (iv) otherwise knowingly facilitate the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide making of any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this AgreementOther Proposal.

Exclusive Dealing. During the period from the date of this Agreement through (ai) From and the Closing Date, or (ii) the date that is six (6) months after the date hereof until the earlier termination of the Effective Time or the Termination Date, if anythis Agreement by Purchaser in accordance with Section 8.1(d), the Company and Sellers shall not take, and shall not nor will the Company or Sellers permit any of its Subsidiaries, and its and their respective officersAffiliates, directors representatives, consultants, financial advisors, attorneys, accountants or employees to take, and shall use its reasonable best efforts to cause its Representatives not other agents to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with or cooperate in any Person or facilitate, any inquiries or submission of proposals or offers from other way with any Person (other than ParentPurchaser, Merger Sub and/or its Affiliates and their respective Affiliatesrepresentatives) concerning any Alternative TransactionAcquisition Proposal; provided, however, that Purchaser hereby acknowledges that prior to the date of this Agreement, the Company has provided information relating to the Company and the Subsidiaries and has afforded access to, and engaged in discussions with, other Persons in connection with Acquisition Proposals. The Company shallshall notify Purchaser promptly (but in no event later than forty eight (48) hours) after receipt by any of the Company, the Company Subsidiaries or any of their representatives of any Acquisition Proposal from any Person other than Purchaser or any request for non-public information relating to an Acquisition Proposal or for access to the properties, books or records of the Company or any Company Subsidiary by any Person other than Purchaser. Sellers with Knowledge thereof and the Company shall keep Purchaser informed, on a current basis, of any material changes in the status of any such Acquisition Proposal or request. Sellers and the Company shall (and Sellers and the Company shall cause each of its Subsidiaries their representatives to, ) immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons Person (other than Parent and Merger SubPurchaser) conducted heretofore with respect to any Alternative Transaction and request from each Person that Acquisition Proposals. To the extent it has executed a confidentiality agreement with not already done so, the Company in connection with an Alternative Transaction the prompt return shall, or destruction of shall cause its representatives to, promptly request that all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent be promptly returned or its Subsidiaries) or destroyed. The Company agrees not to, without the prior written consent of Purchaser, release any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documentsfrom, or except waive any provision of, any confidentiality agreement entered into in connection with respect any potential Acquisition Proposal to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that which the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreementparty.

Exclusive Dealing. (a) From and after the date hereof until the earlier of Closing, neither the Effective Time Companies nor the Sellers, shall, directly or the Termination Date, if any, the Company shall not take, indirectly (and shall direct their Representatives not permit any of its Subsidiariesto), other than with Buyer and its and their respective officersRepresentatives, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, (a) take any action intended to initiate, solicit, encourageencourage or knowingly facilitate any Person to make an inquiry, initiate proposal or offer in respect of, (b) enter into, continue, participate or engage in discussions or negotiations withwith any Person regarding, or (c) provide any information to any Person with respect to, (d) allow access to the books, records, properties or management to any Person with respect to or (e) enter into any agreement a letter of intent or other agreement, arrangement or understanding with any Person or facilitateconcerning, any inquiries direct or submission indirect purchase of proposals any outstanding equity interests of any Company, any merger of a Company with or offers from any into another Person (other than Parentanother Company) or sale of all or a material portion of the assets of a Company, Merger Sub and/or or any similar sale transaction involving a Company (each such transaction, an “Acquisition Transaction”); provided, that any of the foregoing shall not preclude any Company or any Seller from taking any actions in the Ordinary Course of Business, including, for the avoidance of doubt, engaging in discussions with any existing or potential customers, vendors and other business relations. If any Company, Seller or any of their respective Affiliates) concerning any Alternative Representatives receives a written proposal regarding an Acquisition Transaction, the Sellers’ Representative shall promptly provide notice thereof to Buyer. The Each Company shall, and shall cause each of its Subsidiaries Representatives to, immediately cease and cause to be terminated any existing activitiesdiscussions, discussions communications or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons Person (other than Parent Buyer and Merger Subits Representatives) conducted heretofore with respect to any Alternative Acquisition Transaction. Each Seller and each Company (i) agrees, that from and after the date hereof, it shall cease and cause to be terminated any activities, solicitations, discussions and negotiations with any Person conducted prior to the date hereof with respect to an Acquisition Transaction or any inquiry, proposal or offer that would reasonably be likely to lead to an Acquisition Transaction, and (ii) shall promptly (but in any event within three (3) Business Days of the date hereof), in each case to the extent such steps have not already been taken: (A) deliver a written notice to each such Person providing only that the Company (1) is ending all activities, discussions and negotiations with such Person with respect to an Acquisition Transaction or any inquiry, proposal or offer that would reasonably be likely to lead to an Acquisition Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction (2) is requesting the prompt return or destruction of all confidential information concerning the Companies; and (B) if applicable, terminate any physical and electronic data or other diligence access previously furnished granted to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this AgreementPersons.

Exclusive Dealing. (a) From and after During the period from the date hereof of this Agreement until the earlier of the Effective Time Closing Date or the Termination Date, if any, the Company shall not take, and shall not permit any termination of this Agreement in accordance with its Subsidiaries, and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transaction. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In additionterms, the Company shall not, and nor shall cause it permit any of its Subsidiaries and its and their respective Representatives not Affiliates, officers, directors, employees, representatives, consultants, financial advisors, attorneys, accountants or other agents to take directly or indirectly: (i) solicit, initiate or encourage the submission of any action to exempt proposal or offer from any Person (whether such negotiations are initiated by the Company, an Affiliate, a third party or otherwise), other than Parent Buyer or its SubsidiariesAffiliates, relating to any (A) liquidation, dissolution or recapitalization of, (B) merger or consolidation with or into, (C) acquisition or purchase of any material asset (or any action taken by any such Person from any state takeover statute or similarly restrictive provisions material portion of the Company Organizational Documentsassets) of, or except any equity interest in, or (D) similar transaction or business combination involving, the Seller or the Group Companies (an “Acquisition Transaction”); (ii) provide non-public information or documentation with respect to Parent and the Group Companies to any Person, other than Buyer or its AffiliatesAffiliates or its or their representatives, grant relating to an Acquisition Transaction; (iii) participate in any waiver discussions or release undernegotiations regarding, furnish any information with respect to, assist or participate in, or terminatefacilitate in any other manner any effort or attempt by any other Person to do or seek an Acquisition Transaction; or (iv) enter into any definitive agreement with any Person, amend other than Buyer or otherwise modify its Affiliates effecting an Acquisition Transaction; provided, however, that Buyer hereby acknowledges that prior to the date of this Agreement, the Company provided information relating to the Group Companies and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably allow the Person to form a basis for an Acquisition Transaction without any standstill, confidentiality or similar agreement breach by the Company of this Section 6.6. Seller shall promptly notify Buyer if any proposal with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to or any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreementinquiry or contact with any Person with respect thereto, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreementmade.

Exclusive Dealing. (a) From The Board of Directors of the Company has carefully considered and after deliberated upon the terms and conditions of the Merger has concluded that the Merger is fair to, and in the best interests of the stockholders of the Company, with the intent that this Agreement be binding, subject to the terms and conditions hereof. In the process of so concluding, the Board of Directors of the Company has, at the expense of the Company, received the written advice of KBW, its financial advisor, to the effect that, as of the date hereof until thereof and based upon and subject to the earlier matters set forth therein, the Merger Consideration to be received by the stockholders of the Effective Time or Company in the Termination DateMerger is fair to such stockholders from a financial viewpoint. Accordingly, if anyin view of the commitments of the parties and the time and expense required to consummate the Merger and while this Agreement is in effect, and subject to subsections (b), (c) and (e), the Company shall not takenot, and nor shall not it permit any of its Subsidiaries, and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transaction. The Company shall, and shall cause each of its the Company’s Subsidiaries to, immediately cease and cause to be terminated nor shall it authorize or permit any existing activitiesdirector, discussions officer or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect agent of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Company’s Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute investment banker, attorney, accountant or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities other advisor of the Company or any of the Company’s Subsidiaries to, and it shall cause its and its Subsidiaries’ directors, officers, agents, investment bankers, attorneys, accountants and other advisors not to, directly or indirectly, (i) solicit, initiate or encourage, or otherwise take any other action to induce or facilitate, any Acquisition Proposal (as hereinafter defined), or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person (other than Parent, Parent Bank or their respective representatives) any nonpublic information with respect to, or take any other action to facilitate, any inquiry or the making of any proposal that would render constitutes or may reasonably be expected to lead to, any Acquisition Proposal, except that, if the provisions thereof ineffective. Notwithstanding the foregoingCompany receives a communication that it believes may, upon clarification, constitute a Superior Proposal (as hereinafter defined), the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that communicate with the Company is subject to a definitive agreement regarding a transaction and, except as provided in person making such definitive agreement, is unable to provide any information related communication to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall limited extent necessary to obtain the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreementnecessary clarification.

Exclusive Dealing. (a) From and after During the date hereof period from the Agreement Date until the earlier of the Effective Time Closing Date or the Termination Date, if anytermination of this Agreement in accordance with Section 9.1, the Company shall not takenot, and nor shall not it authorize or permit any of the Company Entities, its SubsidiariesAffiliates, and or its and or their respective officers, directors directors, employees, representatives, consultants, financial advisors, attorneys, accountants or employees to takeother agents to, and shall use its reasonable best efforts to cause its Representatives not to takedirectly or indirectly, any action to solicit, encourage, initiate or facilitate, engage in discussions or negotiations with, or provide any information or access to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub Parent and/or their its respective Affiliates) concerning any Alternative Transaction. The Company shall, and shall cause each direct or indirect sale of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or Entities’ equity securities, any Representative merger of the Company Entities, any direct or its Subsidiaries with any Persons (other indirect sale of more than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with 10% of the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect assets of the Company Entities or any of its Subsidiaries. In addition, similar transaction involving the Company shall notEntities (each such transaction, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffectivean 95 “Acquisition Transaction”). Notwithstanding the foregoing, the Sellers and the Company may respond to any unsolicited proposal regarding an Alternative Acquisition Transaction solely by indicating that the Sellers and the Company is are subject to a definitive an exclusivity agreement regarding a transaction and, except as provided in such definitive agreement, is and are unable to provide any information related to the Company or any of its Subsidiaries Entities or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Acquisition Transaction for as long as such definitive agreement this Agreement remains in effect. Except as expressly permitted by The Company shall, and shall cause its Affiliates (including the Company Entities) to, instruct the Company’s and its Affiliates’ respective representatives to, immediately cease any existing activities, discussions and negotiations with, and the provision of confidential information to, any Persons (other than Parent and its Affiliates and representatives) with respect to any Acquisition Transaction, promptly terminate all physical and electronic Data Room access granted prior to the Agreement Date to any such Person or any of their respective representatives and promptly issue instructions to any such Person who has entered into a confidentiality agreement or restrictions in connection with a potential Acquisition Transaction that has not expired or been terminated in accordance with its terms to return or destroy any confidential information related to the Company Entities received thereunder in accordance with the terms of such confidentiality agreement. The Sellers shall not, and shall cause each of the Company Entities not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement relating to an Acquisition Transaction to which the Sellers or a Company Entity is a party, without the prior written consent of Parent. If any Seller, its Affiliates or any of their respective representatives receives any inquiry, proposal or offer relating to an Acquisition Transaction, such Seller shall promptly (and in any event within one Business Day) advise Parent in writing of the identity of the Person making such proposal and the material terms and conditions thereof. Any violation of the restrictions set forth in this Section 5.4, in no event shall 6.14 by any Affiliate or Representative of any Seller (including the Company endorse, recommend, make Entities) shall be a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated breach of this Section 6.14 by this AgreementSeller.

Exclusive Dealing. (a) From and after During the date hereof until period from the execution of this Agreement by the parties hereto through the Closing or the earlier termination of this Agreement pursuant to Section 9.01, neither the Effective Time or Sellers nor the Termination DateCompany shall, if any, and the Sellers and the Company shall cause their respective Subsidiaries and Affiliates not taketo, and shall not permit any of its Subsidiaries, and its and instruct their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take(i) take any action, any action directly or indirectly, to solicit, encourageinitiate, initiate participate in or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitateto, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliatesthe Purchaser and its Affiliates and Representatives) concerning any purchase of the Shares or any merger, sale of substantial assets, recapitalization, reorganization or similar business transaction or combination involving the Company or any of its Subsidiaries (other than assets and services sold in the ordinary course of business) or (ii) enter into, maintain, participate in, facilitate or continue discussions or negotiations regarding, or furnish or disclose to any Person any information in connection with the acquisition of any of the equity interests of the Company or any of its Subsidiaries or any material portion of the assets of the Company or any of its Subsidiaries (other than the sale of inventory in the ordinary course of business), or any recapitalization, reorganization or other extraordinary business transaction or combination involving the Company or any of its Subsidiaries (including any acquisition structured as a merger, consolidation or share exchange) (collectively, an “Alternative Transaction”), and the Company and the Sellers shall not, and the Company and the Sellers shall cause their respective Subsidiaries and Affiliates not to, and shall instruct their respective Representatives not to enter into any letter of intent, purchase agreement, merger agreement or other similar agreement with any Person other than Purchaser or its Affiliates with respect to an Alternative Transaction. The Sellers and the Company shallimmediately shall cease, and cause their respective Affiliates and Subsidiaries to cease and, shall cause each of its Subsidiaries toinstruct their respective Representatives to cease, immediately cease and cause to be terminated any all existing activitiesdiscussions, discussions or conversations, negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries and other communications with any Persons (other than Parent such discussions, conversations, negotiations and Merger Subcommunications between a party and such party’s Representatives) conducted heretofore with respect to any of the foregoing. During the period from the execution of this Agreement by the parties hereto through the Closing or the earlier termination of this Agreement pursuant to Section 9.01, the Sellers or the Company shall notify Purchaser promptly, but in any event within twenty-four (24) hours if any proposal or offer, or any inquiry or other contact with any Person is made concerning any Alternative Transaction and request from each Transaction. Any such notice to the Purchaser shall indicate in to the extent known, the identity of the Person that has executed a making such proposal, offer, inquiry or other contact (except to the extent expressly prohibited by any confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect Contract of the Company then in effect with such Person) and the terms and conditions of such proposal, offer, inquiry or any other contact. During the period from the execution of its Subsidiaries. In additionthis Agreement by the parties hereto through the Closing or the earlier termination of this Agreement pursuant to Section 9.01, the Company shall not, and shall cause each of its Subsidiaries and its and their respective Representatives not to take any action to exempt to, release any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documentsfrom, or except with respect to Parent and its Affiliateswaive any provision of, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar standstill agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to which the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4is a party, in no event shall without the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than prior written consent of the transactions contemplated by this AgreementPurchaser.

Exclusive Dealing. (a) From and after During the date hereof until the earlier of the Effective Time or the Termination DateInterim Period, if any, the Company Seller shall not takenot, and shall not authorize or permit any of its Subsidiaries, and Subsidiaries or any of its and or their respective directors, officers, directors employees, or employees to takeRepresentatives to, and shall use its reasonable best efforts to cause its Representatives not to take, any action to directly or indirectly: (a) solicit, encourage, initiate seek, initiate, facilitate or engage in any discussions or negotiations with, or provide any information to to, or otherwise cooperate in any way; or (b) enter into any agreement agreement, in each case of (a) and (b), with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Buyer and its Affiliates) concerning concerning: (i) the purchase, sale or transfer of any Alternative Equity Securities of the Company, including the Shares; (ii) any merger, recapitalization or business combination involving the Company; (iii) any sale of a material portion of the Assets of the Company or the Transferred Assets (other than such sale of Assets which would not require the consent of Buyer pursuant to Section 6.01), or (iv) any similar transaction involving the Company or the Business (each, an “Acquisition Transaction”). The Upon the execution of this Agreement, each of the Company and Seller shall, and shall cause each their respective Subsidiaries and any of its Subsidiaries their Representatives to, also: (A) immediately cease and cause to be terminated terminate any existing activities, such discussions or negotiations by that are ongoing with any Person other than Buyer, its Affiliates or any of their respective Representatives; and (B) promptly disable access to Seller’s or the Company, any Subsidiary of the Company ’s electronic data room or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect diligence access provided to any Alternative Transaction and request from each such other Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction such discussions; and (C) promptly request the prompt return or and/or destruction of all confidential any information previously furnished to such any Person or its representatives under any Competing NDA. Without the prior written consent of Buyer, Seller and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and their respective Representatives not to, waive any provision of or release or terminate any confidentiality, non-solicitation or similar agreements between Seller, the Company, their respective Subsidiaries or its or their Representatives, on the one hand, and any other Person (other than Buyer and its Affiliates), on the other, that was entered into in connection with any Acquisition Transaction (“Competing NDAs”). From and after the Signing Date, Seller and its Subsidiaries and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any shall enforce all rights that such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect Persons have pursuant to any equity or debt securities of Competing NDA to the extent relating to the Business, the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this AgreementBusiness Assets.

Exclusive Dealing. (a) From and after Except as expressly permitted by the terms of this Agreement, from the date hereof of this Agreement until the earlier of the Effective Time Closing or the Termination Date, if anytermination of this Agreement in accordance with its terms, the Company shall not take, and shall not permit any of its Subsidiaries, and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transaction. The Company shallnot, and shall cause each of and its Subsidiaries Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing non-public information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of the Company (or any Affiliate or successor of the Company); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify Parent promptly upon receipt of any Company Acquisition Proposal by the Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep Parent reasonably informed on a current basis of any modifications to such offer or information. The Company shall immediately cease and cause to be terminated any and all existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger SubParent) conducted heretofore with respect prior to or as of the date hereof by the Company, and will cause its Representatives to cease and cause to be terminated any Alternative Transaction and request from each Person all existing activities, discussions or negotiations, that has executed would reasonably be expected to lead to a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives Acquisition Proposal, and shall, as promptly as practicable, terminate access by each such Person and its representatives Representatives to any online or other data rooms containing any non-public information in respect of the Company or any of its SubsidiariesSubsidiaries for the purpose of permitting such Persons to evaluate a potential Company Acquisition Proposal. In additionFor clarity, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action actions taken by any such Person from any state takeover statute or similarly restrictive provisions of the Representatives of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities on behalf of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by are inconsistent with this Section 5.4, in no event shall 5.7(a) will be deemed to be a breach of this Section 5.7(a) by the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this AgreementCompany.

Exclusive Dealing. (a) From and after the date hereof until the earlier of the Effective Time Closing or the Termination Date, if anytermination of this Agreement, the Company shall not takeCompany, Principal Stockholder and their Affiliates will not, and shall not permit any of the Company will ensure that its Subsidiaries, and its and their respective officers, directors directors, employees, investment bankers, attorneys, accountants and other agents do not, directly or employees to takeindirectly: (i) initiate, and shall use its reasonable best efforts to cause its Representatives not to takesolicit or encourage, or take any action to solicitfacilitate any inquiries or the making of, encourageany offer or Proposal which constitutes or is reasonably likely to lead to any Proposal, initiate or (ii) engage in negotiations or discussions or negotiations with, or provide any non-public information to or enter into any agreement with any Person data concerning the Company or facilitatethe Business to, any inquiries or submission of proposals or offers from any Person (other than Parentthe Parent or any of its Affiliates) relating to any Proposal whether made before or after the date of this Agreement. Notwithstanding the foregoing, Merger Sub and/or prior to the time on which the Requisite Stockholder Approval is obtained, the Company, Principal Stockholder and the Board of Directors of the Company, directly or indirectly through advisors, agents or other intermediaries, may furnish information concerning the business, properties or assets of the Company to any Person, including furnishing non-public information pursuant to an executed non-disclosure agreement, and may engage in discussion and negotiations with such Person concerning a Proposal only if such Person has submitted an unsolicited bona fide Proposal that the Company’s Board of Directors determines in good faith, after consultation with its financial advisors, is or is reasonably likely to result in, a transaction that, if consummated, would be more favorable to the Stockholders than the Transaction form a financial point of view, taking into account all of the terms and conditions of such Proposal and of this Agreement, and to be reasonably capable of being consummated on the terms and conditions so proposed. Neither the Company nor the Principal Stockholder may withdraw, qualify or modify, or propose to withdraw, qualify or modify, its position with respect to this Agreement or the Transactions, and neither the Company nor the Principal Stockholder shall (or cause or permit any of their Affiliates, or any of their respective Affiliatesofficers, directors, employees, investment bankers, attorneys, accountants and other agents, to) concerning approve or recommend, or propose to approve or recommend any Alternative TransactionProposal, or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement with respect to any Proposal. The Company shall, and shall cause Principal Stockholder each of its Subsidiaries to, agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with Proposal. Notwithstanding the immediately preceding sentence, the Board of Directors of the Company may at any time prior to obtaining the Requisite Stockholder Approval decline to make, withdraw, modify or change a recommendation that the shareholders of the Company vote to approve this Agreement to the extent that the Board of Directors determines in good faith, after consultation with legal counsel, that making such recommendation or the failure to so withdraw, modify or change its recommendation would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable laws (which declinations, withdrawal, modification or change shall not constitute a breach of this Agreement); provided that (i) the Board of Directors shall immediately notify Parent of its determination to so decline, withdraw, modify or change its recommendation (including the reasoning therefor) and (ii) such declination, withdrawal, modification or change shall not relieve the Company of its obligations under Section 5.4. The Company and Principal Stockholder each agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 5.2. At any time prior to the earlier of the Closing and the termination of this Agreement, the Company shall notify the Parent as promptly as practicable, and in any event not later than the next Business Day, of any credible inquiries, expressions of interest, requests for information, Proposals or offers received by such Party or any of its Affiliates relating to a Proposal indicating, in connection with an Alternative Transaction such notice, the prompt return name of the Person indicating such inquiry, expression of interest or destruction request and the material terms and conditions thereof. As used in this Agreement, “Proposal” means (i) any proposal for a merger, consolidation or other business combination concerning the Company, (ii) any proposal or offer to acquire in any manner, directly or indirectly, any part of all confidential information previously furnished to such Person the assets or its representatives capital stock of the Company, and terminate access by each such Person and its representatives (iii) any proposal or offer with respect to any online recapitalization or other data rooms containing any information in respect of restructuring concerning the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent proposal or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement offer with respect to any equity or debt securities other transaction similar to any of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreement.

Exclusive Dealing. (a) From and after During the date hereof until the earlier of the Effective Time or the Termination Date, if anyPre-Closing Period, the Company Corporation shall not takenot, and shall not authorize, permit or cause any of their respective Affiliates, or any of its Subsidiaries, and its and or their respective officersrepresentatives to, directors directly or employees to takeindirectly: (a) encourage, and shall use its reasonable best efforts to cause its Representatives not to take, any action to solicit, encourageinitiate, initiate cooperate with, facilitate or engage continue any inquiries, offers or proposals regarding an Acquisition Proposal, (b) enter into, continue or participate in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or its Affiliates or any of their respective Affiliatesrepresentatives in their capacities as such) concerning a possible Acquisition Proposal, (c) knowingly provide or make available any Alternative Transaction. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online non-public financial or other data rooms containing any confidential or proprietary information in respect of regarding the Company Corporation or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or Parent, its Subsidiaries) Affiliates or any action taken by of their respective representatives in their capacities as such), or knowingly provide or afford access to any such Person from any state takeover statute to the properties, assets, officers or similarly restrictive provisions employees of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company Corporation or any of its Subsidiaries, in each case in connection with an Acquisition Proposal (d) approve, endorse, recommend or otherwise take propose to approve, endorse or recommend any action that would render Acquisition Proposal or (e) enter into any agreements or other instruments (whether or not binding) regarding any Acquisition Proposal. The Corporation shall, and shall cause all of its Affiliates and their and their respective representatives to, promptly (and in any event within five (5) Business Days of the provisions thereof ineffective. Notwithstanding date hereof) instruct each Person (other than Parent, its Affiliates or any of their respective Representatives) who received non-public financial or other confidential or proprietary information regarding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company Corporation or any of its Subsidiaries in connection with any possible Acquisition Proposal to promptly return or entertain destroy such information subject to and in accordance with any proposals applicable non-disclosure or offers or engage in confidentiality agreement. The Corporation shall as soon as reasonably practicable following the execution of this Agreement terminate access for any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, Person (other than the transactions contemplated by this AgreementCorporation, its Subsidiaries, Parent, the Merger Sub and their respective Affiliates and representatives) to any data room.

Exclusive Dealing. (a) From and after the date hereof until through the earlier of the Effective Time or Closing Date and the Termination Datetermination of this Agreement, if any, Sellers and the Company shall not takeCompanies will not, and shall will cause each of the Sellers’ and the Companies’ respective Representatives and Affiliates not permit any of its Subsidiariesto, and its and their respective officersdirectly or indirectly, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to solicit, encourage, initiate initiate, accept, agree to or engage consummate any proposals, inquiries or offers from, solicit, encourage, initiate, enter into or participate in inquiries, discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitateto, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or Purchasers or their respective AffiliatesRepresentatives or Governmental Entities with respect to the Transaction), concerning the purchase of the Acquired Companies (or any membership interests or capital stock of any thereof) concerning or all or any Alternative portion of the Acquired Companies’ businesses or any merger, sale of all or substantially all assets or similar transaction involving the Acquired Companies (or any membership interests or capital stock of any thereof) or all or any portion of the Acquired Companies’ businesses or otherwise cooperate with or assist or participate in or encourage or facilitate in any other manner any effort or attempt by any Person to do or seek to do any of the foregoing or to effect any transaction inconsistent with the Transaction. The Company shallSellers and the Companies will as soon as practicable notify Purchasers if, at any time prior to the Closing Date, any bona fide proposal, offer or written inquiry with respect to any of the foregoing is made and shall cause each of its Subsidiaries to, the terms thereof and the identity of the Person making the same. Sellers and the Companies will cease immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) Person conducted heretofore with respect to any Alternative Transaction of the foregoing with respect to the Acquired Companies. Sellers and the Companies will promptly request from each Person that has all Persons who have heretofore executed a confidentiality agreement with the Company in connection with an Alternative Transaction such Persons’ consideration of any of the prompt foregoing transactions to return or destruction of destroy all confidential information previously heretofore furnished to such Person Persons by or its representatives and terminate access by each such Person and its representatives to on behalf of any online Seller or other data rooms containing any information in respect of the Company or any Affiliate of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except thereof with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, the Acquired Companies in accordance with such confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable and will use commercially reasonable efforts to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as enforce all material obligations under such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreementconfidentiality agreements.

Exclusive Dealing. (a) From and after the date hereof until the earlier of Closing, Seller and the Effective Time or the Termination Date, if any, the Company Precoat Subsidiaries shall not take, they shall cause their Representatives, Affiliates and shall not permit any of its Subsidiariesother Precoat Subsidiaries to not, and its and their respective officers, directors directly or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to indirectly: (a) solicit, encourageauthorize, propose, respond to or initiate discussions or engage in discussions or negotiations withwith any Person other than Buyer or its Affiliates, relating to any (i) possible acquisition, transfer or exclusive license of any material portion of the equity, business or assets of the Precoat Subsidiaries (or any rights to acquire, or securities convertible into or exchangeable for, any such equity, business or assets), whether by way of merger, consolidation, purchase of equity, 58 purchase of assets or otherwise, or (ii) reorganization, liquidation or dissolution of any Precoat Subsidiary (other than as part of the Precoat Sale Restructuring) (each of the foregoing transactions described in clauses (i) and (ii), an “Acquisition Transaction”); (b) provide non-public information or documentation with respect to any information Precoat Subsidiary to any Person other than Buyer or its Affiliates or their Representatives in connection with an Acquisition Transaction; or (c) enter into any agreement letter of intent, term sheet or other Contract with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Buyer or its Affiliates relating to entering into an Acquisition Transaction. The Company shall, Seller shall (and shall cause each of its the Precoat Subsidiaries to, and their Affiliates and Representatives) to immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons Person (other than Parent and Merger SubBuyer or its Affiliates) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to Acquisition Transaction. If any online or other data rooms containing Precoat Subsidiary, any information in respect of the Company Seller or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Affiliates, equity holders or Representatives not receives, prior to take the Closing, any action to exempt any Person (offer, proposal, request, inquiry or other than Parent contact, directly or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions indirectly, of the Company Organizational Documentstype referenced in this Section 5.18 Seller will immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreementrequests.

Exclusive Dealing. (a) From and after During the date hereof until period from the Agreement Date through the earlier of the Effective Time or Closing and the Termination Date, if anytermination of this Agreement in accordance with its terms, the Company Group Companies shall not take, and nor shall not any of the Group Companies permit any of its Subsidiariesrespective Affiliates, and its and their respective officers, directors directors, executive employees, representatives, consultants, financial advisors, attorneys, accountants or employees to take, and shall use its reasonable best efforts to cause its Representatives not other agents to take, any action to solicit, encourage, initiate initiate, facilitate or engage in (or continue to engage in) in discussions or negotiations with, or provide any information to or enter into any agreement or understanding (whether or not binding) with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than ParentAcquirer and/or its respective Affiliates, Merger Sub and/or officers, directors, employees, representatives, consultants, financial advisors, financing sources, attorneys, accountants and other agents) concerning any issuance or purchase of any of the Company’s equity securities or any merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction, sale, lease, license, exchange or other disposition of assets outside of the ordinary course of business or similar transaction involving or relating to any Group Company, other than assets sold in the ordinary course of business consistent with past practice (each such acquisition transaction, an “Acquisition Transaction”), and the Unitholders, the Group Companies, and their respective Affiliates) concerning any Alternative Transaction. The Company shall, officers, directors, executive employees, representatives, consultants, financial advisors, attorneys, accountants and other agents, shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any all existing activitiesdiscussions, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries and other communications with any Persons (other than Parent and Merger Sub) Person conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffectiveAcquisition Transaction. Notwithstanding the foregoing, the Company Unitholders and the Group Companies may respond to any unsolicited proposal regarding an Alternative Acquisition Transaction by indicating that the Company is Unitholders and the Group Companies are subject to a definitive an exclusivity agreement regarding a transaction and, except as provided in such definitive agreement, is and are unable to provide any information related to the Company or any of its Subsidiaries Group Companies or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Acquisition Transaction for as long as such definitive agreement this Agreement remains in effect. Except as expressly permitted The Company shall promptly (and in any event within one (1) Business Day after receipt thereof by any Group Company or its representatives) advise Acquirer orally and in writing of any proposal regarding an Acquisition Transaction, any request for information with respect to any Acquisition Transaction, or any inquiry with respect to or which would reasonably be expected to result in an Acquisition Transaction and the identity of the Person making the same. The Unitholders and the Company agree that the rights and remedies for noncompliance with this Section 5.45.4 shall include having such provision specifically enforced by any court having equity jurisdiction, in no event it being acknowledged and agreed that any such breach or threatened breach shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreementcause irreparable injury to Acquirer and that money damages would not provide an adequate remedy to Acquirer.

Exclusive Dealing. (a) From and after During the period from the date hereof of this Agreement until the earlier of the Effective Time Closing Date or the Termination Datetermination of this Agreement in accordance with Section 8.1, if any, the Seller and the Company shall not take, and shall not permit any of its Subsidiariestheir Affiliates, and its and their respective officers, directors directors, employees, representatives, consultants, financial advisors, attorneys, accountants or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to other agents to: (i) solicit, encourage, initiate discussions or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate(whether such negotiations are initiated by the Seller, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transaction. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, an Affiliate, a third party or otherwise), other than the Purchaser or its Affiliates, relating to the possible acquisition of any Subsidiary material portion of the Company equity or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect assets of the Company or any of its Subsidiaries. In additionSubsidiaries (whether by way of merger, the Company shall notpurchase of equity, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person purchase of assets, loan or otherwise) (other than Parent an “Acquisition Transaction”); (ii) provide non-public information or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except documentation with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain to any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative TransactionPerson, other than the transactions contemplated by Purchaser or its Affiliates or its or their representatives, relating to an Acquisition Transaction; or (iii) enter into any definitive agreement with any Person, other than Purchaser or its Affiliates effecting an Acquisition Transaction. Immediately up execution of this Agreement, the Company shall, and shall cause its representatives to (x) terminate any and all existing discussions or negotiations with any Person other than Purchaser or its Affiliates regarding an Acquisition Transaction, and (y) request that each Person to which the Company has provided confidential information relating to the Company and its Subsidiaries and has afforded access to, and engaged in discussions with, in connection with a proposed Acquisition Transaction, promptly return and/or destroy any such information in accordance with the terms of the non-disclosure agreement such Person entered into with the Company. The Seller and the Company further agree to promptly notify the Purchaser of the receipt of any oral or written offer, indication of interest, proposal, or inquiry relating to an Acquisition Transaction.

Exclusive Dealing. (a) From and after During the period from the date hereof of this Agreement until the earlier of the Effective Time Closing Date or the Termination Date, if anytermination of this Agreement in accordance with its terms, the Company shall not take, and nor shall not it permit any of its Subsidiariescontrolled Affiliates, and its and their respective officers, directors directors, employees, representatives, consultants, financial advisors, attorneys, accountants or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to other agents to: (a) solicit, encourage, initiate or continue discussions or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transaction. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or whether such negotiations are initiated by the Company, an Affiliate, a third party or otherwise), other than Buyer or its Affiliates, relating to the possible acquisition of any Subsidiary material portion of the equity or assets of the Company or any Representative the Company (whether by way of merger, purchase of equity, purchase of assets, loan or otherwise) or a refinancing or recapitalization of the Company (an “Acquisition Transaction”); (b) provide non-public information or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore documentation with respect to the Company to any Alternative Transaction and request from each Person that has executed a confidentiality Person, other than Buyer or its Affiliates or its or their representatives, or Shareholders or their Affiliates relating to an Acquisition Transaction; or (c) enter into any definitive agreement with any Person, other than Buyer or its Affiliates effecting an Acquisition Transaction; provided, however, that Buyer hereby acknowledges that prior to the date of this Agreement, the Company has provided information relating to the Company and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably allow the Person to form a basis for an Alternative Acquisition Transaction without any breach by the prompt return Company of this Section 6.4. Buyer expressly agrees that nothing in this Section 6.4 in any way restricts Altisource Portfolio Solutions, S.A. (“ASPS”) or destruction its Affiliates from engaging in any conversations, negotiations, or agreements with any person concerning the acquisition of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect substantially all of the Company business or capital stock of ASPS or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent Affiliates or its Subsidiaries) all or any action taken by any such Person from any state takeover statute or similarly restrictive provisions material portion of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities assets of the Company ASPS or any of its Subsidiaries, Affiliates (whether or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that not Altisource’s ownership of the Company is subject referenced in such discussion, negotiations or agreements) by any such person provided that such conversations, negotiations or agreements do not affect ASPS or its Affiliates’ obligation to a definitive agreement regarding a transaction and, except sell its ownership of the Company as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreement.

Exclusive Dealing. (a) From and after During the date hereof until Executory Period, neither the earlier of the Effective Time or the Termination Date, if any, Sellers nor the Company shall, nor shall not take, and shall not they permit any of its Subsidiaries, and its and their respective Affiliates, officers, directors managers, directors, representatives, financial advisors, attorneys, accountants or employees to takeother agents to, and shall use its reasonable best efforts to cause its Representatives not to take, (i) take any action to solicit, encourage, initiate initiate, facilitate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than ParentBuyer and/or its Affiliates, Merger Sub and/or officers, directors, employees, representatives, consultants, financial advisors, financing sources, attorneys, accountants and other agents) concerning any purchase of any of the Company’s or the Blocker Entities’ equity securities or any merger, consolidation, exchange, transfer, sale of assets outside of the Ordinary Course of Business or similar transaction involving or relating to any Purchased Entity, other than assets sold in the Ordinary Course of Business (each such acquisition transaction, an “Acquisition Transaction”), and the Sellers, the Company, and their respective Affiliates) concerning any Alternative Transaction. The Company shall, officers, directors, representatives, financial advisors, attorneys, accountants and other agents, shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any all existing activitiesdiscussions, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries and other communications with any Persons (other than Parent and Merger Sub) Person conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company such Acquisition Transaction, (ii) provide any non-public information to any third-party in connection with an Alternative Transaction the prompt return Acquisition Transaction, (iii) enter into any agreement, arrangement or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of understanding requiring the Company to consummate an Acquisition Transaction or abandon or fail to consummate the Transaction or (iv) accept a proposal relating to an Acquisition Transaction. The Company agrees to, promptly after becoming aware thereof, notify Buyer (and in any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt event within 24 hours) if any Person (other than Parent makes any bona fide proposal, offer or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement inquiry with respect to any equity or debt securities purchase of the Company Units, any merger, sale of substantially all of the assets of the Group Companies or any similar transactions involving the Group Companies, which such notice shall include the material terms of its Subsidiariessuch proposal, offer or otherwise take any action that would render inquiry and the provisions thereof ineffective. Notwithstanding identity of the foregoingPerson making such proposal, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction andoffer, except as provided in such definitive agreement, is unable to provide any information related to the Company inquiry or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreementcontact.

Exclusive Dealing. (a) From During the period from the execution and after delivery of this Agreement through the date hereof until Closing or the earlier termination of this Agreement pursuant to Section 9.01, neither the Effective Time or Seller nor the Termination DateCompany shall, if any, and the Seller and the Company shall not take, and shall not permit any of its cause their respective Subsidiaries, Affiliates and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to taketo, (i) take any action action, directly or indirectly, to solicit, encourageinitiate, initiate participate in, encourage or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitateto, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliatesthe Purchaser and its Affiliates and Representatives) concerning any Alternative Transaction. The Company shallpurchase of the Shares or any merger, and shall cause each sale of its Subsidiaries tosubstantial assets, immediately cease and cause to be terminated any existing activitiesrecapitalization, discussions reorganization or negotiations by the Company, any Subsidiary of similar business transaction or combination involving the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent assets and Merger Subservices sold in the ordinary course of business) conducted heretofore with respect or (ii) enter into, maintain, participate in, facilitate or continue discussions or negotiations regarding, or furnish or disclose to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company any information in connection with an Alternative Transaction the prompt return or destruction acquisition of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the equity interests of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions material portion of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities assets of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoingrecapitalization, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a reorganization or other extraordinary business transaction and, except as provided in such definitive agreement, is unable to provide any information related to or combination involving the Company or any of its Subsidiaries (including any acquisition structured as a merger, consolidation or entertain share exchange) (collectively, a "Third-Party Transaction"), and the Company and the Seller shall not, and the Company and the Seller shall cause their respective Subsidiaries, Affiliates and Representatives not to, enter into any proposals letter of intent, purchase agreement, merger agreement or offers other similar agreement with any Person other than Purchaser or engage its Affiliates with respect to the acquisition of all or a portion of the Company and its Subsidiaries. The Seller and the Company immediately shall cease, and cause their Affiliates and Representatives to cease, and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Seller or the Company shall notify Purchaser promptly, but in any negotiations event within twenty-four (24) hours, orally and in writing if any proposal or discussions offer, or any inquiry or other contact with any Person is made concerning an Alternative Transaction for as long as any Third-Party Transaction. Any such definitive notice to Purchaser shall indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or other contact (except to the extent expressly prohibited by any confidentiality agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall of the Company endorsethen in effect with such Person) and the terms and conditions of such proposal, recommendoffer, make inquiry or other contact. The Seller shall not, and shall cause the Company and each of its Subsidiaries not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Seller or the Company or any of its Subsidiaries is a public statement or support in any manner any Alternative Transactionparty, other than without the transactions contemplated by this Agreementprior written consent of the Purchaser.

Exclusive Dealing. (a) From and after During the period from the date hereof until of this Agreement to the earlier of the Effective Time or Closing and the Termination Datetermination of this Agreement in accordance with its terms, if any, each of the Company and each Executory Seller shall not takenot, and shall direct and not authorize or permit any of its SubsidiariesAffiliates or any of its or their representatives to, and its and their respective officers, directors directly or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to indirectly: (a) solicit, encourageinitiate, initiate facilitate, encourage or continue discussions or engage in discussions negotiations with any Person, other than Purchaser or negotiations withits Affiliates, relating to the possible direct or indirect acquisition of any Equity Interests or material assets of any Acquired Company (whether by way of merger, purchase of equity, purchase of assets or otherwise) (an “Acquisition Transaction”); (b) provide non-public information or documentation with respect to any Acquired Company to any Person, other than Purchaser, its Affiliates or their respective representatives, relating to an Acquisition Transaction, or provide otherwise knowingly cooperate with any information third-party relating to or an Acquisition Transaction; (c) enter into any letter of intent or agreement in principle or any agreement (whether or not binding) with any Person or facilitatePerson, any inquiries or submission of proposals or offers from any Person (other than ParentPurchaser or its Affiliates with respect to an Acquisition Transaction. 53 Notwithstanding the foregoing, Merger Sub and/or their respective Affiliates) concerning the Company may inform any Alternative third party that it is restricted from participating in discussions regarding an Acquisition Transaction. The Company shall, and shall cause each of direct its Subsidiaries representatives to, immediately (i) cease and cause to be terminated any and all existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative offer or proposal that constitutes an Acquisition Transaction and request from each Person that has executed a confidentiality agreement with (ii) use Commercially Reasonable Efforts to exercise contractual rights (if any) to cause the Company in connection with an Alternative Transaction the prompt return or destruction of all any confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or Acquired Companies shared with any of its Subsidiariessuch Persons in connection therewith. In additionthe event that any Acquired Company receives any offer or proposal relating to an Acquisition Transaction from a third party, the Company shall notpromptly notify Purchaser of such Acquisition Proposal. Notwithstanding anything to the contrary herein, and shall cause its Subsidiaries and its and their respective Representatives not to take the exercise of any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken Options by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, Optionholder will in no event shall the Company endorse, recommend, make a public statement be deemed an Acquisition Transaction or support in any manner any Alternative Transaction, other than the transactions contemplated by otherwise be deemed to violate this AgreementSection 6.05.

Exclusive Dealing. (a) From and after During the period from the date hereof until of this Agreement through and including the earlier of the Effective Time or the Termination Closing Date, if any, the Company Seller shall not takenot, and shall not permit any of its Subsidiaries, and its and their respective officers, directors or employees cause the Company to take, and shall use its reasonable best efforts to cause its Representatives not to take, refrain from taking any action to solicitto, directly or indirectly, approve, authorize, encourage, initiate initiate, solicit, or engage in discussions or negotiations with, or provide any information to to, any Person other than the Buyer and its Affiliates or enter Representatives concerning any Alternate Transaction (as defined below) and the Seller shall prevent the Company from entering into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Alternate Transaction. The Company shallFurthermore, the Seller shall and shall cause each of its Subsidiaries to, and its Affiliates or Representatives to (i) immediately cease and cause to be terminated any existing activitiesand all solicitation or intentional encouragement of Alternative Transactions from, provision of information (including through any data room) and discussions or negotiations with respect to Alternative Transactions with, any Person conducted prior to the execution of this Agreement by the CompanySeller, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company Seller or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and or their respective Affiliates or Representatives not to take any action to exempt any Person and (other than Parent or its Subsidiariesii) or any action taken by promptly request any such Person from to promptly return or destroy all confidential information concerning the Company and the Juicy IP Assets in accordance with the applicable confidentiality agreement between the Seller and such Person. For purposes hereof, an “Alternate Transaction” shall mean any state takeover statute sale or similarly restrictive provisions purchase (whether in a single transaction or a series of related transactions) of the Company Organizational DocumentsCompany, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company Juicy IP Assets or any of its Subsidiaries, or otherwise take any action that would render the provisions portion thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, third Person(s) other than the transactions contemplated by Buyer, the Seller or their respective Affiliates (a “Third Party”). From the date hereof until the earlier of (i) the Closing and (ii) termination of this AgreementAgreement pursuant to ARTICLE X hereof, the Seller shall, within two (2) Business Days, notify the Buyer if it receives any proposal or offer from a third Person for an Alternate Transaction, or any inquiry or contact with any Person with respect thereto, and shall, in any such notice to the Buyer, indicate in reasonable detail the identity of the offeror and the terms and conditions of any proposal or offer.

Exclusive Dealing. (a) From and after the date hereof until the earlier of Until the Effective Time or the Termination Date, if anyneither FAFCO nor EXPERIAN shall, the Company directly or indirectly, take (and neither FAFCO nor EXPERIAN shall not take, and shall not authorize or permit any of its or its Subsidiaries, and its and their respective ' officers, directors directors, employees, representatives, investment bankers, attorneys, accountants or employees other agents, to so take, and shall use its reasonable best efforts to cause its Representatives not to take, ) any action to encourage, solicit, encourageinitiate or, initiate or engage subject to the fiduciary duties of its respective Board of Directors under applicable law as advised by counsel, participate in any way in discussions or negotiations with, or provide furnish any information to or enter into any agreement with any Person or facilitateto, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or the Parties hereto or their respective Affiliatesofficers, directors, representatives, agents, affiliates or associates) concerning any Alternative Transaction. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return any possible or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online proposed (a) merger or other data rooms containing business combination, sale or other disposition of assets constituting the RES Business or the FAREISI Business, as the case may be, (b) sale of shares of capital stock if, as a result of such sale of shares of capital stock, an EXPERIAN Change of Control or a FAFCO Change of Control would occur or (c) similar transactions involving (i) in the case of EXPERIAN, the EXPERIAN Interests or the RES Business and (ii) in the case of FAFCO, FAREISI or the other FAFCO Members, the FAFCO Interests or the FAREISI Business; provided, that -------- nothing contained in this Section 5.07 shall restrict or prohibit any information disclosure by any Party that is required on the advice of counsel in any document to be filed with the Commission after the date of this Agreement or any disclosure that, in the opinion of the Chief Executive Officer of such Party on advice of counsel, is otherwise required under applicable law. Each of FAFCO and EXPERIAN will promptly communicate to the other Parties the terms of any proposal or inquiry that it may receive in respect of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documentstransaction, or except with respect to Parent and its Affiliates, grant of any waiver such information requested from it or release under, or terminate, amend or otherwise modify of any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreementbeing sought to be initiated with it.

Exclusive Dealing. (a) From and after During the period from the date hereof until of this Agreement to the earlier of the Effective Time or Closing and the Termination Date, if anytermination of this Agreement in accordance with its terms, the Company Seller shall not takenot, and nor shall not the Seller permit any of its SubsidiariesAffiliates (including the Company) or its or any of its Affiliates’ Representatives to, and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, take any action to to, directly or indirectly, (i) encourage, initiate, solicit, encourage, initiate engage or engage knowingly facilitate in discussions or negotiations negotiations, with, or provide any information to or enter into any agreement with to, any Person or facilitategroup, other than the Purchaser (and its Affiliates and Representatives), concerning any Acquisition Transaction or any inquiry, proposal or offer (written or oral) with respect to or that would reasonably be expected to result in an Acquisition Transaction; (ii) approve, endorse or recommend any Acquisition Transaction; (iii) execute or enter into, any inquiries letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or submission of proposals other similar agreement relating to any Acquisition Transaction; (iv) furnish or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transaction. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated furnished to any existing activities, discussions or negotiations by the Company, third party any Subsidiary of information concerning the Company or any Representative the acquisition of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect transactions contemplated by this Agreement, including, if applicable, to any Alternative Transaction and request from each Person that has executed a confidentiality agreement third party with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to whom the Company or any of its Subsidiaries (or entertain their respective Representatives) has conducted discussions or negotiations prior to the date of this Agreement with respect to, or in furtherance of, an Acquisition Transaction; or (v) resolve to propose or agree to do any proposals of the foregoing. The Seller shall promptly provide the Purchaser with a reasonable description of any expression of interest, inquiry, proposal or offers offer relating to an Acquisition Transaction that is received by the Seller, any of its Affiliates or engage any of their respective Representatives from any Person prior to the Closing. Notwithstanding anything to the contrary contained in this Agreement, if, at any negotiations time following the date of this Agreement until the earlier of the Closing and the termination of the Agreement in accordance with its terms, the Seller, the Company, any of their respective Subsidiaries or discussions concerning any of their respective Representatives receives an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4inquiry, in no event shall the Company endorse, recommend, make a public statement proposal or support in offer from any manner Person or group relating to any Alternative transaction other than an Acquisition Transaction, including a sale, purchase, merger, consolidation, combination or other transaction involving the Seller or any of its Subsidiaries (other than the transactions contemplated Company and its Subsidiaries) (a “Separate Proposal”), then the Seller, the Company, any of their respective Subsidiaries, their respective boards of directors or their respective Representatives, as applicable, may (i) furnish any information and other access to any Person making such Separate Proposal and any of its Representatives, (ii) engage in discussions or negotiations with any Person making such Separate Proposal and any of its Representatives or (iii) enter into any transaction relating to such Separate Proposal; provided, that prior to engaging in any discussions or negotiations with, or furnishing any information to, any such Person or its Representatives, the Seller shall have received an agreement in writing from such Person making the Separate Proposal that the Seller continues to be bound by the terms of this Agreement, including this Section 6.4; provided, further, that if (1) any information related to the Company, its Subsidiaries, their respective assets, operations or businesses (including the Business) or the Product is furnished to such Person making the Separate Proposal or any of its Representatives, such Person and its Representatives shall be subject to a confidentiality agreement with respect to such information containing confidentiality obligations customary for such transaction and (2) the Separate Proposal relates only to any of the Seller’s Affiliates (or any portion thereof) and not to an acquisition of the Seller, no information related to the Company, its Subsidiaries, their respective assets, operations or businesses (including the Business) or the Product shall be provided to the Person making the Separate Proposal or its Representatives.

Exclusive Dealing. (a) From and after During the period from the date hereof until of this Agreement through the Closing or the earlier termination of the Effective Time or the Termination Datethis Agreement, if anySeller shall not, the Company nor shall not take, and shall not it permit any of its SubsidiariesAffiliates to, and nor shall it authorize or knowingly permit any of its and their or its Affiliates’ respective officersRepresentatives to, directors directly or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to indirectly: (i) solicit, initiate, facilitate or encourage, initiate or engage in discussions or negotiations with any other person concerning, (a) any sale, lease, license, exchange, transfer, acquisition or purchase by any person other than Buyer or its Affiliates from any of Seller or its Affiliates of any equity securities of the Acquired Companies, (b) any merger, consolidation, business combination, reorganization, recapitalization, bulk or assumption reinsurance arrangement involving all or a significant portion of insurance liabilities, liquidation, dissolution or other similar transaction of the Acquired Companies with or into any person other than Buyer or its Affiliates, (c) any transfer of all or a significant portion of the Business or the assets of the Acquired Companies to any person other than Buyer or its Affiliates, (d) any issuance or sale of any debt or equity securities of the Acquired Companies to any person other than Buyer or its Affiliates, or (e) any other transaction having a similar effect to those described in clauses (a) – (d) (in each case, a “Competing Transaction”); provided that any transaction involving the sale or issuance of securities or assets of, or a merger or consolidation of, Seller or Interfinancial that excludes the Business shall not constitute a Competing Transaction; (ii) furnish or cause to be furnished, or grant access, to any person or entity, any non-public information concerning the business, operations, properties or assets of the Acquired Companies for the purpose of engaging in a Competing Transaction; or (iii) enter into any agreement, arrangement, or understanding conflicting with, or provide any information requiring it to abandon or enter into any agreement with any Person terminate or facilitatefail to consummate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transaction. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreement.

Exclusive Dealing. (a) From and after During the date hereof until the earlier of the Effective Time or the Termination Date, if anyInterim Period, the Company shall not take, take and shall not permit authorize, encourage or instruct any of its Subsidiaries, and its and their respective officers, directors Representatives or employees any Representatives of the Company to take, and shall use its reasonable best efforts to cause its Representatives not to take, take any action to to: (a) solicit, encourage, initiate or engage in discussions encourage the making, submission or negotiations withannouncement of any indication of interest, inquiry, proposal or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers offer from any Person (other than ParentPurchaser or its Representatives) relating to an Acquisition Transaction; (b) encourage, Merger Sub and/or their respective Affiliatesinitiate, participate in or engage in any discussions, negotiations or other communications regarding an Acquisition Transaction; (c) execute, enter into or become bound by any letter of intent or other Contract with any Person (other than Purchaser or its Representatives) relating to or in connection with an Acquisition Transaction; (d) provide any information to any Person (other than Purchaser or its Representatives) concerning an Acquisition Transaction; or (e) entertain or accept any Alternative proposal or offer from, cooperate in any way with, or facilitate or encourage any effort or attempt by any Person (other than Purchaser or its Representatives) relating to an Acquisition Transaction. The Company shall, and shall cause each of instruct its Subsidiaries Representatives to, immediately cease and cause to be terminated any all existing activitiesdiscussions, discussions or conversations, negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries and other communications with any Persons Person (other than Parent Purchaser and Merger Subits Representatives) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with Acquisition Transaction. Within two (2) Business Days following the date hereof, the Company or a Representative of the Company shall instruct any such Person to return or destroy all nonpublic information provided to such Person in connection with such Person’s consideration of any Acquisition Transaction in accordance with the confidentiality agreements entered into between the Company and any such Person. The Company shall promptly (but in any event within twenty-four (24) hours of receipt thereof) notify Purchaser in writing of any indication of interest, inquiry, proposal, offer or request for information relating to an Alternative Acquisition Transaction that is received by the prompt return or destruction of all confidential information previously furnished Company during the Interim Period, which notice shall include (to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect the extent legally permitted): (i) the identity of the Company Person making or any submitting such indication of its Subsidiaries. In additioninterest, the Company shall notinquiry, proposal, offer or request, and shall cause its Subsidiaries the terms and its conditions thereof; and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiariesii) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions a summary of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreementmaterial terms.

Exclusive Dealing. (a) From and after the date hereof until the earlier of the Effective Time or Closing and the Termination Datetermination of this Agreement, if anynone of the Sellers, the Company, the Company shall not Subsidiaries, or any of their respective Affiliates and each of their respective Representatives shall, directly or indirectly, take, and shall not permit or direct any of other Person to take on its Subsidiaries, and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to takebehalf, any action to solicit, encourageencourage or enter into any negotiation, initiate discussion, Contract or engage in discussions or negotiations instrument, with, or provide any information to or enter into any agreement with to, any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or the Buyer and its Affiliates and their respective Affiliates) concerning any Alternative Transaction. The Company shallRepresentatives, and shall cause each of its Subsidiaries that relates to, immediately cease and cause or would reasonably be expected to be terminated lead to, (a) any existing activities, discussions sale of any Company Shares or negotiations by any Equity Interests of the Company, (b) any Subsidiary lease, sale, transfer or other disposition of the assets of the Company or any Representative of the Company Subsidiary, (c) any merger, recapitalization or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore similar transaction with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any Company Subsidiary, or (d) any other transaction that does or would reasonably be expected to impede or otherwise delay the transaction contemplated hereby (collectively, an “Alternative Transaction”); provided that the actions contemplated herein with respect to the Company Options shall not be deemed to be a violation of its Subsidiaries the preceding sentence. None of the Sellers, the Company, the Company Subsidiaries, their respective Affiliates and each of their respective Representatives shall assist any third party in preparing or entertain any proposals or offers or engage soliciting an offer relating in any negotiations or discussions concerning way to an Alternative Transaction for as long as such definitive agreement remains (in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, each case other than with respect to the transactions contemplated by this Agreement). Promptly following the date hereof, each Seller, the Company, and each Company Subsidiary, as applicable, shall terminate any and all negotiations or discussions with any third party regarding any proposal concerning any Alternative Transaction. In the event that any Seller or the Company receives any inquiry, proposal or offer from any third party concerning an Alternative Transaction, such Person shall promptly notify the Buyer in writing of the receipt of any such correspondence as well as the material terms thereof. The parties acknowledge and agree that solely ministerial acts, such as answering unsolicited telephone calls without providing any substantive information, shall not be deemed to constitute a breach of this Section 7.4.

Exclusive Dealing. (a) From and after the date hereof of this Agreement until the earlier of the Effective Time Closing or the Termination Datetermination of this Agreement in accordance with its terms, if anyeach of Parent, the Company Polestar Singapore, Polestar Sweden, ListCo and Merger Sub shall not takenot, and shall cause their Representatives not permit to, directly or indirectly, (i) solicit, initiate, encourage (including by means of furnishing or disclosing information), knowingly facilitate (including by commencing due diligence), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Alternate Transaction, (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Alternate Transaction, (iii) enter into any Contract or other arrangement or understanding regarding a Company Alternate Transaction, (iv) make any filings with the SEC in connection with a public offering of any Equity Securities or other securities of the Company (or any Affiliate or successor of the Company) or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person (other than GG) to do or seek to do any of its Subsidiariesthe foregoing or seek to circumvent this Section 8.04(b) or further a Company Alternate Transaction. Each of Parent, ListCo, Polestar Singapore and Polestar Sweden, also agree that, promptly following the execution of this Agreement, it shall, and shall cause each of its and their respective officers, directors or employees Subsidiaries to take, and shall use its reasonable best efforts to cause its and their Representatives not to taketo, (A) cease any action to solicitsolicitations, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or the Parties and their respective Affiliates) concerning any Alternative Transaction. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger SubRepresentatives) conducted heretofore with respect prior to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company execution of this Agreement in connection with an Alternative any Company Alternate Transaction the prompt return or destruction of all confidential any inquiry or request for information previously furnished that could reasonably be expected to such Person lead to, or its representatives result in, a Company Alternate Transaction and (B) terminate access by each such Person and its representatives to any online physical or other electronic data rooms containing any information in respect room maintained by or on behalf of the Company or any of its Subsidiaries. In additionParent, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries and instruct each Person that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring Parent or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement to return or support in destroy all confidential information furnished to such Person by or on behalf of it or any manner any Alternative Transaction, other than of its Subsidiaries prior to the transactions contemplated by this Agreementdate hereof.

Exclusive Dealing. (a) From and after During the period from the date hereof of this Agreement until the earlier of the Effective Time Closing Date or the Termination Date, if anytermination of this Agreement in accordance with its terms, the Sellers shall not, nor shall the Sellers (other than AIG) permit any Group Company or their respective officers, directors, employees, representatives, consultants, financial advisors, attorneys, accountants, or other agents to, nor shall not take, and shall not AIG permit any of its Subsidiaries, and its and their respective officers, directors directors, employees, representatives, consultants, financial advisors, attorneys, accountants or employees to takeother agents to, and shall use its reasonable best efforts to cause its Representatives not to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub Buyer and/or their its respective Affiliates) concerning any Alternative Transaction. The Company shallsale of any of the Company’s equity securities, and shall cause each any merger of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary sale of substantially all of the assets of the Company or any Representative similar transaction involving the Group Companies, other than assets sold in the ordinary course of business (each such acquisition transaction, an “Acquisition Transaction”); provided, however, that Buyer hereby acknowledges that prior to the date of this Agreement, one or more of the Company or its Subsidiaries with any Sellers have provided information relating to the Group Companies and has afforded access to, and engaged in discussions with, other Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for an Alternative Acquisition Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access without any breach by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffectivethis Section 6.7. Notwithstanding the foregoing, the Company Sellers may respond to any unsolicited proposal regarding an Alternative Acquisition Transaction by indicating that the Company such Seller is subject to a definitive an exclusivity agreement regarding a transaction and, except as provided in such definitive agreement, and is unable to provide any information related to the Company or any of its Subsidiaries Group Companies or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Acquisition Transaction for as long as such definitive agreement this Agreement remains in effect. Except The Sellers (to the extent aware thereof) shall notify the Buyer as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in soon as practicable of any manner any Alternative Transaction, other than the transactions contemplated by this Agreementsuch unsolicited proposal.

Exclusive Dealing. (a) From and after During the date hereof until the earlier of the Effective Time or the Termination Date, if anyPre-closing Period, the Company shall not take, and nor shall not it permit any of its Subsidiaries, and its and their respective officers, directors directors, employees, representatives, consultants, financial advisors, attorneys, accountants or employees to take, and shall use its reasonable best efforts to cause its Representatives not other agents to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative purchase of any of the Company’s equity securities or any merger, tender offer, stock sale, sale of substantial assets or similar transaction involving any Group Company, other than the exercise of outstanding options and other than assets sold in the ordinary course of business (each such acquisition transaction, an “Acquisition Transaction”); provided, however, that each of Parent and Merger Sub hereby acknowledges that prior to the date of this Agreement, the Company has provided information relating to the Group Companies and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction. The Company shall, and shall cause each of its Subsidiaries to, to immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Acquisition Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Acquisition Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, and is unable to provide any information related to the Company or any of its Subsidiaries Group Companies or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Acquisition Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event The Company shall the Company endorse, recommend, make a public statement or support promptly (but in any manner event within 24 hours) advise Parent of any Alternative Transaction, other than proposal regarding an Acquisition Transaction and the transactions contemplated by this Agreementterms and conditions of any such proposal and the identity of the Person making any such proposal and shall keep Parent informed on a current basis in all material respects of the status and details of any such proposal.

Exclusive Dealing. (a) From and after the date hereof of this Agreement until the earlier of the Effective Time Closing or the Termination Date, if anytermination of this Agreement in accordance with its terms, the Company shall not takenot, and shall not permit any of its Subsidiaries, cause the other Group Companies and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to taketo, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing non-public information), knowingly facilitate, discuss or negotiate, directly or indirectly, any action inquiry, proposal or offer (written or oral) with respect to solicit, encourage, initiate a Company Acquisition Proposal; (ii) furnish or engage disclose any non-public information to any Person in discussions or negotiations connection with, or provide any information that could reasonably be expected to or lead to, a Company Acquisition Proposal; (iii) enter into any agreement Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any Affiliate or successor of any Group Company); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or facilitate, seek to do any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transactionthe foregoing. The Company shallagrees to (A) notify AMHC promptly upon receipt of any Company Acquisition Proposal by any Group Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep AMHC reasonably informed on a current basis of any modifications to such offer or information. The Company shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger SubAMHC) conducted heretofore with respect prior to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with or as of the date hereof by the Company in connection with an Alternative Transaction or any of its Subsidiaries, and will cause the prompt return other Group Companies and its and their respective Representatives to cease and cause to be terminated any and all existing activities, discussions or destruction of all confidential information previously furnished negotiations, that would reasonably be expected to such Person or its representatives lead to a Company Acquisition Proposal, and shall, as promptly as practicable, terminate access by each such Person and its representatives Representatives to any online or other data rooms containing any non-public information in respect of the Company or any of its SubsidiariesSubsidiaries for the purpose of permitting such Persons to evaluate a potential Company Acquisition Proposal. In additionFor clarity, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action actions taken by any such Person from any state takeover statute or similarly restrictive provisions of the Representatives of the Group Companies on behalf of the Company Organizational Documents, or except that are inconsistent with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall 5.7(a) will be deemed to be a breach of this Section 5.7(a) by the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this AgreementGroup Companies.

Exclusive Dealing. (a) From and after the date hereof of this Agreement until the earlier of the Effective Time Closing or the Termination Date, if any, the Company shall not take, and shall not permit any termination of this Agreement in accordance with its Subsidiaries, and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transaction. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In additionterms, the Company shall not, and shall cause its Subsidiaries the other Group Companies and, with respect to clauses (iii) and (iv), the Company’s current or future parent entity, Affiliate, or Subsidiary, and its and their respective Representatives not to take any action to exempt any Person to, directly or indirectly: (other than Parent i) solicit, initiate, seek, entertain, encourage (including by means of furnishing or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documentsdisclosing information), or except with respect to Parent and its Affiliatesfacilitate, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make accept, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (whether formal or informal, written, oral or otherwise) with respect to a Company Acquisition Proposal; (ii) furnish or provide any non-public information or documents to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into, participate in or continue in any discussions or negotiations with any third party in connection with or related to, or approve, accept, or enter into any letter of intent, term sheet or Contract or other arrangement or understanding regarding, any Company Acquisition Proposal; (iv) prepare, submit, file or take any steps in connection with a public statement or support other offering or sale of any Equity Securities of any Group Company (or any Affiliate, current or future parent entity or successor of any Group Company), including making any filings or confidential submissions to the SEC related thereto; (v) consummate any Company Acquisition Proposal or (vi) otherwise cooperate in any manner way with, or assist or participate in, or knowingly facilitate or encourage any Alternative Transactioneffort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) terminate, and cause each of its parent entities, Affiliates and Subsidiaries, and its and their Representatives to terminate, any and all existing discussions or negotiations with any Person or group of Persons other than Purchaser and its Affiliates regarding a Company Acquisition Proposal, (B) notify Purchaser promptly upon receipt of any Company Acquisition Proposal by any Group Company or Affiliate or any officer, director, equity holder, employee or other Representative, and to describe the transactions contemplated by this Agreementmaterial terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and to provide a copy of any such Company Acquisition Proposal, if extended in writing, and (C) keep Purchaser reasonably informed on a current basis of any modifications to such offer or information.

Exclusive Dealing. (a) From Parent and after the date hereof until the earlier of the Effective Time or the Termination Date, if any, the Company shall not take, and shall not permit any of its Subsidiaries, and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transaction. The Target Company shall, and shall cause each of its Subsidiaries their respective controlled Affiliates and other Representatives to, immediately cease and cause to be terminated any existing activitiesdiscussions, discussions communications or negotiations by the Companywith, or any electronic data site access provided to, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons Person (other than Purchaser and its Representatives) concerning any Acquisition Transaction or proposal, inquiry, submission or offer relating to an Acquisition Transaction (an “Acquisition Proposal”). At all times between the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the Target Company shall not, and shall cause its Subsidiaries and its and their respective controlled Affiliates and other Representatives not to not, take any action to exempt directly or indirectly: (a) solicit, initiate, knowingly encourage or induce the making, submission or announcement of any Acquisition Proposal; (b) provide any non-public information regarding the Target Company or the Transferred Subsidiary or the Target Business to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal; (other than Parent or its Subsidiariesc) or have any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documentssubstantive communications, or except engage in any substantive discussions or negotiations, with any Person with respect to Parent and its Affiliatesan Acquisition Transaction or an Acquisition Proposal; (d) publicly approve, grant endorse or recommend any waiver Acquisition Proposal or release underAcquisition Transaction; or (e) enter into any letter of intent or similar document or any Contract relating to, or terminateconsummate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities Acquisition Transaction. At all times between the date hereof and the earlier of the Company Closing and the termination of this Agreement in accordance with its terms, Parent shall, within 48 hours after receipt by Parent or any of its Subsidiariescontrolled Affiliates or Representatives of any Acquisition Proposal, any inquiry or otherwise take any action indication of interest that would render reasonably be expected to lead to an Acquisition Proposal, advise Purchaser in reasonable detail orally and in writing of the provisions thereof ineffectivesame (including the material contents and terms of such Acquisition Proposal, inquiry or indication of interest). Notwithstanding the foregoing, Parent, the Target Company and their respective Representatives may respond to any unsolicited proposal regarding an Alternative Acquisition Proposal or Acquisition Transaction by indicating that the Parent and the Target Company is are subject to a definitive an exclusivity agreement regarding a transaction and, except as provided in such definitive agreement, is and are unable to provide any non-public information related to the Company or any of its Subsidiaries Target Company, the Transferred Subsidiary and the Target Business or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Acquisition Proposal or Acquisition Transaction for as so long as such definitive exclusivity agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreement.